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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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
     
o Preliminary Proxy Statement
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
  o  Confidential, for Use of the Commission
      Only (as permitted by Rule 14a-6(e)(2))
Newmont Mining 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 the appropriate box):
þ   No fee required.
 
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  (1)   Title of each class of securities to which transaction applies:
 
     
 
  (2)   Aggregate number of securities to which transaction applies:
 
     
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
     
 
  (4)   Proposed maximum aggregate value of transaction:
 
     
 
  (5)   Total fee paid:
 
     
 
o   Fee paid previously with preliminary materials.
 
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)   Amount Previously Paid:
 
     
 
  (2)   Form, Schedule or Registration Statement No.:
 
     
 
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  (4)   Date Filed:
 
     
 
 
 


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(NEWMONT LOGO)     Newmont Mining Corporation
6363 South Fiddlers Green Circle
Greenwood Village, Colorado 80111 USA
 
Notice of 2011 Annual Meeting of Stockholders
 
Date of Meeting: Tuesday, April 19, 2011
 
Time: 11:00 a.m., local time
 
Place: Hotel du Pont
11th and Market Streets
Wilmington, Delaware 19801
 
Purpose:
1. Elect directors;
 
2. Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Newmont’s independent auditors for 2011;
 
3. Conduct an advisory vote on the compensation of the named executive officers;
 
4. Conduct an advisory vote on the frequency of stockholders votes on executive compensation; and
 
5. Transact such other business that may properly come before the meeting.
 
Record Date: February 18, 2011
 
Under the Securities and Exchange Commission rules, we have elected to use the Internet for delivery of annual meeting materials to our stockholders, enabling us to provide them with the information they need, while lowering the costs of delivery and reducing the environmental impact associated with our annual meeting.
 
All stockholders are cordially invited to attend the meeting in person. It is important that your shares be represented at the meeting whether or not you are personally able to attend. If you are unable to attend, please promptly vote your shares by telephone or Internet or by signing, dating and returning the enclosed proxy card at your earliest convenience. 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. Your vote is important so that your shares will be represented and voted at the meeting even if you cannot attend.
 
By Order of the Board of Directors
 
(-s- Jeffrey K. Reeser)
Jeffrey K. Reeser
Vice President and Secretary
 
March 4, 2011
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 19, 2011
 
Our Notice of Meeting, Proxy Statement and Annual Report are available at
http://bnymellon.mobular.net/bnymellon/nem


 

(NEWMONT LOGO)
 
2011 Proxy Statement
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(NEWMONT LOGO)
 
PROXY STATEMENT
 
 
General Information
 
Notice of Internet Availability of Proxy Materials.
 
On or about March 10, 2011, we will furnish a Notice of Internet Availability of Proxy Materials to most of our stockholders containing instructions on how to access the proxy materials and to vote online. In addition, instructions on how to request a printed copy of these materials may be found on the Notice. For more information on voting your stock, please see “Voting Your Shares” below. If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request such materials by following the instructions contained on the Notice. Your vote is important no matter the extent of your holdings.
 
Stockholders Entitled to Vote.
 
The holders of record of the following securities at the close of business on February 18, 2011 are entitled to vote at Newmont Mining Corporation’s (“Newmont” or the “Company”) 2011 Annual Meeting of Stockholders to be held on Tuesday, April 19, 2011 (the “Annual Meeting”):
 
  •  common stock of Newmont, par value $1.60 per share, of which there were 486,564,649 shares outstanding as of the record date; and
 
  •  exchangeable shares of Newmont Mining Corporation of Canada Limited, a Canadian federal corporation (“Newmont Canada”’), of which there were 6,703,999 shares as of the record date entitled to vote pursuant to the terms of the Newmont Special Voting Stock described below.
 
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 three methods:
 
  •   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.
 
  •   By Internet - 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.
 
  •   In Person - You may attend the Annual Meeting and vote in person. We will give you a ballot when you arrive. If your stock is held in the name of your broker, bank or another nominee (a “Nominee”), then you must present a proxy from that Nominee in order to verify that the Nominee has not already voted your shares on your behalf.
 
  •   If you hold Newmont Common Stock at your Broker - If your shares were 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 shareholder of record for purposes of voting at the Annual Meeting.


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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, which now include matters such as votes for the election of directors and the Say-on-Pay and Say-When-On-Pay proposals. 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.”
 
Newmont Exchangeable Shares.  Each Newmont exchangeable share that you own has economic rights (such as the right to receive dividends and other distributions) that are, as nearly as practicable, equivalent to rights of shares of Newmont common stock. Holders of exchangeable shares have a right through a Voting and Exchange Trust Agreement (the “Voting Agreement”) to vote at stockholders’ meetings of Newmont. The exchangeable shares, however, are not shares issued by Newmont and, therefore, a holder of exchangeable shares is not a registered stockholder of Newmont, but is a registered stockholder of Newmont Canada. The exchangeable shares are exchangeable at the option of the holders into the Company’s common stock on a one-for-one basis. There are two ways to vote your exchangeable shares:
 
  •   By Mail - You may vote by signing and returning the enclosed voting instruction form. This form permits you to instruct Computershare Trust Company of Canada, as trustee under the Voting Agreement (the “Trustee”), to vote at the Annual Meeting. The Trustee holds one share of special voting stock of Newmont (the “Newmont Special Voting Stock”) that is entitled to vote on all matters on which the shares of the Company’s common stock vote. The Newmont Special Voting Stock has a number of votes in respect to the Annual Meeting equal to the lesser of (a) the number of exchangeable shares outstanding on the record date (other than the Company’s exchangeable shares held by Newmont or its affiliates), or (b) 10% of the total number of votes corresponding to the common stock then outstanding. Based upon the foregoing, the Trustee will be entitled to cast up to 6,703,999 votes at the Annual Meeting. The Trustee must receive your voting instructions by 5:00 p.m. in Toronto, Ontario, Canada, on April 18, 2011. This will give the Trustee time to tabulate the voting instructions and vote on your behalf. The Trustee will exercise each vote attached to the Newmont Special Voting Stock only on the basis of instructions received from the relevant holders of exchangeable shares. In the absence of instructions from a holder as to voting, the Trustee will not have any voting rights with respect to such exchangeable shares.
 
  •   In Person - You may attend the Annual Meeting and vote in person. As a holder of exchangeable shares, you may attend the Annual Meeting in person to vote directly the number of votes to which you are entitled under the Voting Agreement. Please refer to the Notice to Exchangeable Shareholders and Voting Instruction Form for additional instructions on voting at the meeting.
 
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 and the maximum number of shares of common stock that the Trustee of the Newmont exchangeable shares is entitled to vote at the Annual Meeting.
 
Tabulating Votes and Voting Results.  Votes at the Annual Meeting will be tabulated by two inspectors of election who will be appointed by the Chairman 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. Abstentions are counted in tabulations of the votes cast on proposals presented to stockholders, whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved. Abstentions have the same effect as votes against


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proposals presented to stockholders. 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.
 
Votes Required to Approve the Proposals.
 
     
Proposal
 
Vote Required
 
Election of Directors
  Majority of votes cast for the Nominees.
Ratification of independent auditors for 2011
  Majority of stock present in person or by proxy and entitled to vote on the Ratification.
Advisory vote on compensation of named executive officers
  Non-binding advisory vote – majority of stock present in person or by proxy and entitled to vote.
Advisory vote on frequency of stockholders votes on executive compensation
  Non-binding advisory vote – majority of stock present in person or by proxy and entitled to vote.
 
Election of Directors.  Beginning January 1, 2010, brokers, banks and other financial institutions can no longer 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 internet. For your vote to be counted, you must submit your voting instructions to your broker or custodian.
 
Ratify PricewaterhouseCoopers LLP as the Company’s Independent Auditors for 2011.  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 PricewaterhouseCoopers LLP as the Company’s independent auditors for 2011.
 
Advisory Votes.  Because the votes on these proposals are advisory in nature, they 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, and (3) restrict or limit the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation. See Proposal No. 3 — Advisory Vote on the Compensation of the Named Executive Officers and Proposal No. 4 — Advisory Vote on the Frequency of Stockholders Votes on Executive Compensation for a description of these proposals.
 
Other Items.  If any other items are 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.  A stockholder who executes a proxy 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 by attending the Annual Meeting and voting in person (although 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 Secretary, Newmont Mining Corporation, at 6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111 USA.
 
Revocation of Newmont Exchangeable Shares Voting Instruction Form.  A registered holder of Newmont exchangeable shares who has submitted a Voting Instruction Form may revoke the Voting Instruction Form by completing and signing a Voting Instruction Form bearing a later date and depositing it with the Trustee. No notice of revocation or later-dated Voting Instruction Form, however, will be effective unless received by the Trustee prior to 5:00 p.m., Toronto time, on April 18, 2011.


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A non-registered holder of Newmont exchangeable shares may revoke a Voting Instruction Form at any time by written notice to the intermediary, except that an intermediary is not required to act on a revocation of a Voting Instruction Form that is not received by the intermediary at least ten days prior to the Annual Meeting.
 
Solicitation Costs.
 
The cost of preparing and mailing the Notice of Internet Availability of Proxy Materials, requests for proxy materials, and the cost of solicitation of proxies on behalf of the Board of Directors will be borne by the Company. The proxy materials will be mailed to the holders of the Company’s common stock, and Newmont exchangeable shares, on March 10, 2011. 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 Georgeson Inc. to aid in the solicitation of brokers, banks, intermediaries and other institutional holders in the United States and Canada for a fee of $15,000. All costs of the solicitation will be borne by the Company. The Company also will reimburse brokerage firms and others for their expenses in forwarding proxy materials to beneficial owners of common stock and exchangeable shares.
 
Notes to Participants in Newmont Employee Retirement Savings Plans.
 
Participants in the Retirement Savings Plan of Newmont and Retirement Savings Plan for Hourly-Rated Employees of Newmont.  If you are a participant in the Retirement Savings Plan of Newmont or Retirement Savings Plan for Hourly-Rated Employees of Newmont (401(k) Plans) and hold the Company’s common stock under either of the 401(k) Plans, you will be furnished a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials and to vote online. In addition, instructions on how to request a printed copy of these materials may be found on the Notice. The 401(k) Plans are administered by Vanguard, as trustee. The trustee, as the stockholder of record of the Company’s common stock held in the plans, will vote the shares held for you in accordance with the directions you provide. If you do not vote your shares by 11:59 p.m. Eastern time on April 15, 2011, the Trustee will vote your common shares in the 401(k) Plans in the same proportion as it votes shares as to which directions have been received.
 
Stockholder Proposals for the 2012 Annual Meeting.
 
For a stockholder proposal, including a proposal for the election of a director, to be included in the proxy statement and form of proxy for the 2012 Annual Meeting, the proposal must have been received by us at our principal executive offices no later than November 11, 2011. Proposals should be sent to the attention of the Secretary of the Company at 6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111 USA. We are not required to include in our proxy statement and form of proxy a stockholder proposal that was received after that date or that otherwise fails to meet the requirements for stockholder proposals established by SEC regulations.
 
In addition, under our By-Laws, stockholders must give advance notice of nominations for directors or other business to be addressed at the 2012 Annual Meeting no later than the close of business on February 17, 2012. The advance notice must be delivered to the attention of the Secretary of the Company at 6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111 USA.
 
Voting Results.
 
The results of the voting at the 2011 Annual Meeting of Stockholders will be reported on Form 8-K and filed with the Securities and Exchange Commission within four business days after the end of the meeting.


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Proposal No. 1 — Election of Directors
 
Voting for Directors.
 
If you hold your Newmont stock through a broker, bank or other financial institution, your Newmont stock will no longer 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. If you do not instruct your broker, bank or other financial institution how to vote, your votes will be counted as “broker non-votes” and your shares will not be represented in the election of directors vote at the Annual Meeting.
 
Majority Vote Standard for the Election of Directors.
 
Our By-Laws were amended to require 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 exceeds 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.
 
If a nominee for director does not receive the vote of at least a majority of votes cast at the Annual Meeting, it is the policy of the Board of Directors that the director must tender his or her 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, taking into account all of the facts and circumstances. The director who has tendered his or her resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines are available on our website at www.newmont.com/our-investors/our-governance.
 
Director Skills and Qualifications.
 
In addition to meeting the minimum qualifications set out by the Board of Directors under “Director Nomination Process and Review of Director Nominees,” each nominee also brings a strong and unique backgrounds 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, corporate governance, compensation, executive management, private equity, finance, mining, operations, manufacturing, marketing, government, law, international business and health, safety, 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 “Nominees” section below.
 
Board of Directors Recommendation.
 
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” ALL OF THE FOLLOWING NOMINEES AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY, THE PROXIES NAMED THEREON INTEND SO TO VOTE.
 
Nominees.
 
Each of the 10 persons named below is a nominee for election as a director at the Annual Meeting for a term of one year or until his/her successor is elected and qualifies. Unless authority is withheld, the proxies will be voted for the election of such nominees. All such nominees are currently serving as directors of the Company. All such nominees were elected to the Board of Directors at the last Annual Meeting. 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.


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The following table sets forth information as to each nominee for election, including his or her age (as of the Record Date), and background, including his or her principal occupation during the past five years, current directorships, and skills and qualifications, of each nominee:
 
 
Glen A. Barton, 71, Retired Chairman and Chief Executive Officer of Caterpillar Inc., having served in that position from 1999 to 2004. Vice Chairman thereof from 1998 to 1999 and Group President from 1990 to 1998.
 
Director Qualifications:
 
  •   CEO/Executive Management Skills — Experience as former Chairman, Director and Chief Executive Officer of Caterpillar Inc. and other senior executive positions noted above.
 
  •   Financial Expertise — Prior service on the Audit Committee of the Board of Directors of Inco Limited and financial oversight experience in senior executive roles.
 
  •   International Experience — Prior service on the International Committee of the Board of Directors of Valmont Industries, Inc. and experience as a senior executive of an international corporation, Caterpillar Inc.
 
  •   Compensation Expertise — Prior service on the Company’s Compensation Committee, including as Chairman, and participation in compensation, benefits and related decisions in senior executive roles. Member on the Valmont Industries, Inc. Compensation Committee, including as acting Chairman.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2001, including prior service as Lead Director during 2004 to 2007. Prior service on the boards of several other companies, including Inco Limited and Caterpillar Inc., and current director of Valmont Industries, Inc.
 
 
Vincent A. Calarco, 68, Non-Executive Chairman of Newmont Mining Corporation from 2008 to present. Former Chairman of Crompton Corporation (now known as Chemtura Corporation), a specialty chemical company, having served in that position from 1996 to 2004. President and Chief Executive Officer thereof from 1985 to 2004.
 
Director Qualifications:
 
  •   CEO/Executive Management Skills — Experience as Chairman, President and Chief Executive Officer of Crompton Corporation and Non-Executive Chairman of Newmont.
 
  •   Financial Expertise — Experience serving on the Company’s Audit Committee and as the Chairman of the Audit Committee of the Board of Directors of Consolidated Edison of New York. Extensive financial oversight experience in senior management roles.
 
  •   International Experience — Extensive senior executive experience working with multinational operations at Crompton Corporation, which has global manufacturing facilities on five continents and conducts business in over 120 countries, as well as experience establishing inter-industry relationships and negotiating product safety regulations as Chairman of several domestic and international chemical industry trade associations.
 
  •   Operational and Industry Expertise — Extensive experience in the chemical industry, a process industry with similar operating characteristics and issues, and prior service on the Board of Directors of a copper mining company, Asarco Corporation.
 
  •   Compensation Expertise — Current service as Chairman of the Compensation Committee of Citadel Plastics and participation in compensation, benefits and related decisions in senior executive roles.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2000, as well as on the boards of several other companies, including as a current director of Consolidated Edison, Inc. and CPG International Inc., and prior service as a director at Asarco Corporation.
 


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Joseph A. Carrabba, 58, Chairman, President and Chief Executive Officer of Cliffs Natural Resources Inc., formerly Cleveland-Cliffs Inc, since May 2007. Served as the Company’s President and Chief Executive Officer from 2006 to 2007 and as President and Chief Operating Officer from 2005 to 2006. Previously served as President and Chief Operating Officer of Diavik Diamond Mines, Inc. from 2003 to 2005.
 
Director Qualifications:
 
  •   CEO/Executive Management Skills — Experience as Chairman, President and Chief Executive Officer of Cliffs Natural Resources Inc. and other executive management positions noted above.
 
  •   Financial Expertise — Extensive financial management experience in senior executive roles.
 
  •   Operational and Industry Expertise — Operational experience in the mining industry, including as former President and Chief Operating Officer of Cliffs Natural Resources Inc., former President and Chief Operating Officer of Diavik Diamond Mines, Inc. and former General Manger of Weipa Bauxite Operation of Comalco Aluminum. Awarded a Bachelor’s Degree in Geology from Capital University.
 
  •   International Experience — Extensive senior executive experience working with multinational mining operations, including with Cliffs Natural Resources Inc., which has operations in North America, Australia, Latin America and Asia.
 
  •   Health, Safety, Environmental and Social Responsibility Experience — Experience serving on the Company’s Operations and Safety Committee and the Environmental and Social Responsibility Committee.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2007, as well as on the boards of several other companies, including as a current director of Cliffs Natural Resources Inc. and KeyCorp.
 
 
Noreen Doyle, 61, Retired First Vice President of the European Bank for Reconstruction and Development (“EBRD”), having served in that position from 2001 to 2005, and in other executive positions with the EBRD since 1992.
 
Director Qualifications:
 
  •   Financial Expertise — Extensive experience in banking and finance at Bankers Trust Company and at the EBRD, including experience as head of risk management and head of banking at EBRD. Experience serving on the Company’s Audit Committee, including as Chair, and the Audit Committees of the Board of Directors of QinetiQ Group plc and Rexam PLC.
 
  •   International Experience — Extensive senior executive experience working with businesses, global and local, and governments throughout eastern Europe and the former Soviet Union.
 
  •   Health, Safety, Environmental and Social Responsibility Experience — Experience serving on the Company’s Environmental and Social Responsibility Committee.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2005, as well as on the boards of several other companies, including as a current director of Credit Suisse Group, QinetiQ plc and Rexam PLC. Member of advisory panels for Macquarie European Infrastructure Fund and Macquarie Renaissance Infrastructure Fund.
 


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Veronica M. Hagen, 65, Chief Executive Officer of Polymer Group, Inc. since April 2007. President and Chief Executive Officer of Sappi Fine Paper North America from 2004 to 2007. Executive positions with Alcoa, Inc. since 1998, including Vice President and Chief Customer Officer from 2003 to 2004 and Vice President, Alcoa North American Extrusions from 2001 to 2003.
 
Director Qualifications:
 
  •   CEO/Executive Management Skills — Experience as Chief Executive Officer of Polymer Group, Inc., and former President and Chief Executive Officer of Sappi Fine Paper North America.
 
  •   Industry and Operational Expertise — Extensive mining industry experience, including in executive positions with Alcoa, Inc., an international aluminum producer, for over 10 years, including as former Vice President and Chief Customer Officer and former Vice President, Alcoa North American Extrusions.
 
  •   International Experience — Extensive senior executive experience including Chief Executive Officer of Polymer Group Inc., a company operating manufacturing facilities in seven countries.
 
  •   Health, Safety, Environmental and Social Responsibility Experience — Experience serving on the Company’s Operations and Safety Committee and prior experience on the Environmental and Social Responsibility Committee.
 
  •   Compensation Expertise — Experience serving as a member of the Company’s Compensation Committee. Participation in compensation, benefits and related decisions in senior executive roles.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2005, as well as on the boards of several other companies, including as a current director of Southern Company. Former director of Jacuzzi Brands, Inc.
 
 
Michael S. Hamson, 70, Chairman, Hamson Consultants Pty Ltd, a consulting company, since 1987; Joint Chairman and Chief Executive Officer of McIntosh Hamson Hoare Govett Limited (now Merrill Lynch Australia) from 1972 to 1986 and Director and Deputy Chairman of Normandy Mining Limited from 1987 to 2002.
 
Director Qualifications:
 
  •   CEO/Executive Management Skills — Experience as Chairman, Hamson Consultants Pty Ltd and former Joint Chairman and Chief Executive Officer of McIntosh Hamson Hoare Govett Limited.
 
  •   Financial Expertise — Experience serving on the Company’s Audit Committee, the Audit Committee of the Board of Directors of Genesis Emerging Markets Fund Ltd., membership in the Charter Accountants Institute and financial management experience in senior executive roles.
 
  •   Legal Expertise — Extensive experience as practicing lawyer in multiple jurisdictions.
 
  •   Industry and Operational Expertise — Experience as Director and Deputy Chairman of Normandy Mining Limited from 1987 to 2002.
 
  •   International Experience — Extensive senior executive experience working in global banking activities with McIntosh Hamson Hoare Govett Limited.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2002, as well as on the boards of several other companies, including as a current director of Genesis Emerging Markets Fund Ltd.
 


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Richard T. O’Brien, 56, President and Chief Executive Officer of Newmont since July 2007. President and Chief Financial Officer of Newmont from April 2007 to July 2007; Executive Vice President and Chief Financial Officer during 2006 and 2007 and Senior Vice President and Chief Financial Officer from 2005 to 2006. Executive Vice President and Chief Financial Officer and Senior Vice President and Chief Financial Officer of AGL Resources from 2001 to 2005.
 
Director Qualifications:
 
  •   CEO/Executive Management Skills — President and Chief Executive Officer of the Company and other senior executive positions noted above.
 
  •   Financial Expertise — Extensive financial management experience in executive roles, including as President and Chief Financial Officer of the Company and other executive management positions noted above. Experience serving on the Audit Committees of Inergy Holdings, L.P. and Vulcan Materials Company. Awarded a Bachelor of Arts degree in economics from the University of Chicago.
 
  •   Industry and Operational Experience — Over 20 years of broad financial and operational experience in the energy, power and natural resources businesses.
 
  •   International Experience — Extensive senior executive experience working with the Company’s multinational mining operations.
 
  •   Compensation Expertise — Participation in compensation, benefits and related decisions in senior executive roles.
 
  •   Legal Expertise — Awarded a Doctor of Jurisprudence degree from Lewis and Clark College, Northwestern School of Law.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2007, as well as on the boards of several other companies, including as a current director of Inergy Holdings, L.P. and Vulcan Materials Company.
 
 
John B. Prescott, 70, Chairman of QR National Limited (“QR”) (formerly known as QR Limited and Queensland Rail since 2006). Retired Chairman of ASC Pty Ltd from 2000 to 2009. Retired executive of The Broken Hill Proprietary Company Limited (now BHP Billiton Ltd (“BHP”)), and Managing Director and Chief Executive Officer thereof from 1991 to 1998.
 
Director Qualifications:
 
  •   CEO/Executive Management Skills — Experience as Chairman of QR, and other executive management positions noted above.
 
  •   Financial Expertise — Extensive financial management experience in executive roles and served on the Audit Committee of the Board of Directors of QR.
 
  •   Industry and Operational Experience — Experience in the mining industry as a senior executive with BHP, a natural resource company, and as a former director of Normandy Mining Limited, a mining company.
 
  •   International Experience — Extensive senior executive experience working with multinational mining operations.
 
  •   Compensation Expertise — Experience serving on the Company’s Compensation Committee and participation in compensation, benefits and related decisions in senior executive roles. Managing Director of BHP. Member of Compensation committees of ASC Pty Ltd and QR.
 
  •   Health, Safety, Environmental and Social Responsibility Experience — Experience serving on the Company’s Operations and Safety Committee, including as Chairman, and on the Environmental and Social Responsibility Committee.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2002, as well as on the boards of several other companies, including prior service as a director at ASC Pty Ltd, BHP and Normandy Mining Limited.
 


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Donald C. Roth, 67, Managing Partner of EMP Global LLC, an international private equity firm, since 1992. Member of Advisory Committee to the National Treasury Management Agency, Republic of Ireland, since 1990. Vice President and Treasurer of the World Bank from 1988 to 1992.
 
Director Qualifications:
 
  •   Financial Expertise — Extensive financial management experience in various roles, including as former Vice President and Treasurer of the World Bank, as Chairman of the Audit Committee of Ireland’s National Pension Reserve Fund, and other executive management positions noted in the table above.
 
  •   International Experience — Extensive experience in international investment banking and capital markets.
 
  •   Compensation Expertise — Experience serving as a member of the Company’s Compensation Committee, including as Chairman. Participation in compensation, benefits and related decisions in senior executive roles.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2004, as well as on the boards of several other companies, including as a current director of ISEQ Exchange Traded Fund Public Limited Company (Ireland).
 
 
Simon R. Thompson, 51, Executive for the Anglo American group from 1995 to 2007; Executive Director of Anglo American plc from 2005 to 2007; Non-Executive Director of AngloGold Ashanti Ltd (South Africa) from 2004 to 2008; and Non-Executive Director of United Company Rusal (Russia) from 2007 to 2009.
 
Director Qualifications:
 
  •   Financial Expertise — Over 15 years experience in merchant and investment banking and financial management experience in executive roles. Service on the Audit Committee of the Boards of Directors of AMEC plc and Sandvik AB.
 
  •   International Experience — Extensive experience in international investment banking, as well as multinational mining experience with Anglo American, which operates in Africa, Europe, South and North America, Australia and Asia.
 
  •   Industry and Operational Experience — Over 15 years experience in the mining industry, including as former Chief Executive of Anglo Base, the base metals mining division of Anglo America, and other positions noted in the table above. Awarded a Masters Degree in Geology from Oxford University.
 
  •   Health, Safety, Environmental and Social Responsibility Expertise — Experience acting as Chairman of the Health, Safety and Environment committee of United Company Rusal and Chairman of the Compliance and Ethics committee of AMEC plc. Serves on the Company’s Operations and Safety Committee and as Chairman of the Environmental and Social Responsibility Committee. Member of Remuneration Committee of AMEC plc in 2010.
 
Board Experience:
 
Service on the Company’s Board of Directors since 2008, as well as on the boards of several other companies, including as the current Non-Executive Director of AMEC plc (United Kingdom) and Sandvik AB (Sweden).
 


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Director Nomination Process and Review of Director Nominees.
 
We have established a process for identifying and nominating director candidates that has resulted in the election of a highly-qualified and dedicated Board of Directors. The following is an outline of the process for nomination of candidates for election to the Board: (a) the Chief Executive Officer, the Corporate Governance and Nominating Committee or other members of the Board of Directors identify the need to add new Board members, with careful consideration of the mix of qualifications, skills and experience represented on the Board of Directors; (b) the Chairman of the Corporate Governance and Nominating Committee coordinates the search for qualified candidates with input from management and other Board members; (c) the Corporate Governance and Nominating Committee engages a candidate search firm to assist in identifying potential nominees, if it deems such engagement necessary and appropriate; (d) selected members of management and the Board of Directors interview prospective candidates; and (e) the Corporate Governance and Nominating Committee recommends a nominee and seeks full Board endorsement of the selected candidate, based on its judgment as to which candidate will best serve the interests of Newmont’s stockholders.
 
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 fulfill duties as a Board member. The Corporate Governance and Nominating Committee considers any 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 Secretary, Newmont Mining Corporation, 6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111 USA.
 
Newmont considers diversity, age and skills in deciding on nominees. The Corporate Governance and Nominating Committee considers a broad range of diversity, not limited to merely race, gender or national origin, but considering all relevant background and experience. We consider this through discussions at the Corporate Governance and Nominating Committee meetings. In evaluating a director candidate, the Corporate Governance and Nominating Committee considers factors that are in the best interests of the Company and its stockholders.
 
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 more stringent 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, 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 total 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 $60,000.
 
In making its independence determinations, the Board considered the circumstances described below.
 
Mr. Hamson is a director of Genesis Emerging Markets Ltd. The committee administering the investment of Company funds for its pension plan selected one of the Genesis Emerging Market funds as one investment in its portfolio in 2010. This relationship meets categorical independence standard (i) above.


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Mr. Thompson is a director of Sandvik AB, an international engineering group that provides certain products to the Company including certain mining equipment for rock excavation. Mr. Thompson also is a director of AMEC plc, an international engineering and project management company, which provides certain consulting services to the Company. These relationships both meet the categorical independence standard (i) above.
 
Based on the foregoing analysis, the Board determined that the following directors are independent:
 
         
Glen A. Barton
  Noreen Doyle   John B. Prescott
Vincent A. Calarco
  Veronica M. Hagen   Donald C. Roth
Joseph A. Carrabba
  Michael S. Hamson   Simon R. Thompson
         
 
In addition, based on these standards, the Board has affirmatively determined that Richard T. O’Brien is not independent because he is President and Chief Executive Officer of the Company.
 
Stock Ownership of Directors and Executive Officers.
 
As of February 18, 2011, the directors and executive officers of the Company as a group beneficially owned, in the aggregate, 1,482,561 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 beneficially owned (a) more than 1% of the outstanding shares of the Company’s common stock or the exchangeable shares, 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 has 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 18, 2011 held by (a) each 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 current directors and executive officers as a group. The address for each of the named individuals below is c/o Newmont Mining Corporation, 6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111 USA.
 
                                         
                    Beneficial
Name of
  Shares
  Restricted
  401(k)
  Option
  Ownership
Beneficial Owner
  Owned   Stock(2)   Plan(3)   Shares(4)   Total
 
Non-Employee Directors(1)
                                       
Glen A. Barton
    18,876       –0–       -0-       –0–       18,876  
Vincent A. Calarco
    16,900       –0–       -0-       –0–       16,900  
Joseph A. Carrabba
    9,720       –0–       -0-       –0–       9,720  
Noreen Doyle
    12,035       –0–       -0-       –0–       12,035  
Veronica M. Hagen
    12,035       –0–       -0-       –0–       12,035  
Michael S. Hamson(5)
    19,578       –0–       -0-       –0–       19,578  
John B. Prescott(6)
    18,235       –0–       -0-       –0–       18,235  
Donald C. Roth
    13,295       –0–       -0-       –0–       13,295  
Simon R. Thompson
    10,150       –0–       -0-       –0–       10,150  
Named Executive Officers
                                       
Richard T. O’Brien
    64,874       150,173       1,324       245,176       461,547  
Russell Ball
    14,579       19,050       1,566       86,229       121,424  
Randy Engel
    11,309       16,817       3,126       48,870       80,122  
Brian Hill
    15,001       22,227       259       27,752       65,239  
Guy Lansdown
    18,072       19,843       802       57,283       96,000  
All directors and executive officers as a group, including those named above (22 persons)
    320,207       288,414       15,589       858,351       1,482,561  
 
 
(1) For 2010, director stock units were awarded to all non-employee directors under the 2005 Stock Incentive Plan, except Mr. Prescott elected to receive shares of the Company’s common stock. The director stock units represent the right to receive shares of common stock and are immediately fully vested and non-forfeitable. The holders of director stock units do not have the right to vote the underlying shares; however, the director stock units accrue dividend equivalents, which are paid at the time the common shares are issued. Upon retirement from the board of directors, the holder of director stock units is entitled to receive one share of common stock for each director stock unit.


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(2) Restricted Stock Awards (“RSAs”) of the Company’s common stock were awarded under the Company’s 2005 Stock Incentive Plan. RSAs can be voted, but are subject to forfeiture risk and other restrictions. In 2010, the Company granted the Named Executive Officers Restricted Stock Units (“RSUs”), instead of RSAs. 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. RSUs vesting within 60 days after February 18, 2011 are included in this column as follows: Richard T. O’Brien, 28,498 RSUs; Russell Ball, 10,633 RSUs; Randy Engel, 9,421 RSUs; Brian Hill, 11,448 RSUs; Guy Lansdown, 11,107 RSUs; and all executive officers as a group, 71,107 RSUs.
(3) Equivalent shares of the Company’s common stock held by the trustee in the Company’s 401(k) Plans. Each participant in such plan instructs the trustee as to how the participant’s shares should be voted.
(4) 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 18, 2011.
(5) Mr. Hamson’s ownership includes 2,421 shares of common stock held in trust for Mr. Hamson’s Superannuation Fund, and 4,943 shares of common stock held in trust for Mr. Hamson’s spouse in her Superannuation Fund. Mr. Hamson shares voting and investment power with his spouse.
(6) Mr. Prescott’s ownership includes 8,176 shares of common stock held in trust for Mr. Prescott’s Superannuation Fund. Mr. Prescott’s spouse is also a director of the trust. Mr. Prescott shares voting and investment power with his spouse.
 
Stock Ownership of Certain Beneficial Owners.
 
The following table sets forth information with respect to each person known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities. The share information contained herein is based on investor filings with the SEC pursuant to Section 13(d) of the Securities Exchange Act of 1934.
 
                         
        Amount and
   
    Title of
  Nature of
  Percentage
Name and Address of Beneficial Owner
  Class   Beneficial Ownership   of Class
 
BlackRock, Inc. 
    Common Stock       (1 )     9.80 %
40 East 52nd Avenue
                       
New York, NY 10022
                       
Capital World Investors, a Division of Capital Research and Management Company     Common Stock       (2 )     7.1 %
333 South Hope Street
                       
Los Angeles, CA 90071
                       
 
 
(1) As of December 31, 2010, BlackRock, Inc. and its subsidiaries had sole power to vote and dispose of 48,372,757 shares of Newmont common stock.
(2) As of December 31, 2010, Capital World Investors, a Division of Capital Research and Management Company (“CRMC”) beneficially owned 35,109,209 shares of common stock. Capital World Investors is deemed to be the beneficial owner of such shares as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital World Investors reported that it had sole power to vote and dispose of all such shares. It disclaimed beneficial ownership of all reported shares.
 
Directors Compensation.
 
Effective January 1, 2011, the annual compensation for non-employee directors for their service on the Board of Directors is as follows:
 
     
Annual Retainer:
  $100,000 for each Director
$25,000 for the Chairman of the Audit Committee
$5,000 for each Audit Committee Member
$20,000 for the Chairman of the Compensation Committee
$10,000 for the Chairman of each standing committee,
other than the Chairman of the Audit Committee and
Compensation Committee
$240,000 for the Non-Executive Chairman of the Board
Attendance Fees:
  $2,000 for each Committee Meeting No attendance fees for Board meetings, except $2,000 for every meeting in excess of 15 per year
Stock Award:
  $120,000 of common stock or director stock units each year under the 2005 Stock Incentive Plan. The fair market value is determined on the third business day following election by the Board or re-election at the Company’s Annual Meeting.


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During 2010, the annual compensation for non-employee directors for their service on the Board of Directors was the same as set forth above, except for:
 
     
2010 Annual Retainer:
  $80,000 for each Director
$225,000 for the Non-Executive Chairman of the Board
$15,000 for the Chairman of the Audit Committee
$15,000 for the Chairman of the Compensation Committee
 
The following table summarizes the total compensation paid or earned by the Company’s non-employee directors during 2010:
 
2010 Directors Compensation
 
                                 
    Fees Earned or
      All Other
   
    Paid in Cash
  Stock Awards(2)
  Compensation
  Total
Name(1)
  ($)   ($)   ($)   ($)
 
Glen A. Barton
  $ 102,000     $ 120,000       –0–     $ 222,000  
Vincent A. Calarco
  $ 338,000     $ 120,000       –0–     $ 458,000  
Joseph A. Carrabba
  $ 98,000     $ 120,000       –0–     $ 218,000  
Noreen Doyle
  $ 108,000     $ 120,000       –0–     $ 228,000  
Veronica M. Hagen
  $ 102,000     $ 120,000       –0–     $ 222,000  
Michael S. Hamson
  $ 93,000     $ 120,000       –0–     $ 213,000  
Robert J. Miller(3)
  $ 29,200       –0–     $ 253,488     $ 282,688  
John B. Prescott
  $ 100,000     $ 120,000       –0–     $ 220,000  
Donald C. Roth
  $ 117,000     $ 120,000       –0–     $ 237,000  
James V. Taranik(4)
  $ 56,087     $ 120,000     $ 709,111     $ 885,198  
Simon R. Thompson
  $ 108,000     $ 120,000       –0–     $ 228,000  
 
 
(1) Mr. O’Brien’s compensation is shown in the Summary Compensation Table.
(2) For 2010, all non-employee directors elected to receive $120,000 in the form of director stock units, except Mr. Prescott who elected to receive his award in the form of the Company’s common stock. Amounts shown represent dollar amounts recognized for 2010 for financial statement reporting purposes under Statement of Financial Accounting Standard No. 123R. The number of shares of common stock was calculated based on the fair value of the Company’s common stock on the third business day following re-election at the Company’s Annual Meeting by taking the average of the high and low sales prices for a share of common stock on the New York Stock Exchange for such date, as reported by Bloomberg Professional, the independent commercial reporting service selected by the Compensation Committee of the Board of Directors. There are no other assumptions made in the valuation of the stock awards.
(3) Gov. Miller retired from the Board of Directors in April 2010. Upon retirement, 1,303 director stock units awarded in 2005 in connection with Newmont’s director stock award program, vested and one share of Newmont common stock for each director stock award was issued to Gov. Miller. The value of such stock award was determined by taking the closing price of a share of Newmont common stock on Gov. Miller’s date of retirement. The amount shown as All Other Compensation represents (a) $69,189 for common stock issued on retirement, (b) $34,305 in cash retirement payments (see description under “Retirement” below), (c) accrued dividends of $2,475, and (d) $147,519 for services as Chairman of the Nevada Advisory Panel as described on page 18.
(4) Dr. Taranik retired from the Board of Directors in July 2010. Upon retirement, 12,214 director stock units awarded to Dr. Taranik from 2005 to 2010 in connection with Newmont’s director stock award program, vested and one share of Newmont common stock for each director stock award was issued to Dr. Taranik. The value of such stock award was determined by taking the closing price of a share of Newmont common stock on Dr. Taranik’s date of retirement. The amount shown as All Other Compensation represents (a) $676,655 for common stock issued on retirement from the Board, (b) $21,236 in cash retirement payments, and (b) accrued dividends of $11,220. It is currently contemplated that in 2011 Dr. Taranik will receive approximately $80,000 for consulting services, such amount is not included above.
 
Retirement.  The Company has no current retirement plan for non-employee directors. The retirement payments included in the “All Other Compensation” column of the table above paid to Gov. Miller and Dr. Taranik were grandfathered under the previous plan, which provided that on retirement from the Board of Directors at any time after attaining age 65, a non-employee director who was serving on the Board of Directors on January 27, 1999 and who has served for at least ten consecutive years as a Director is entitled to be paid an annual sum of $50,000 for life.


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Outstanding Awards.  The following table shows outstanding equity compensation for all non-employee directors of the Company as of December 31, 2010:
 
                 
    Stock Awards
    Aggregate
  Market Value
    Director
  of Outstanding
    Stock Units
  Director Stock
    Outstanding
  Units
Name
  (#)   ($)
 
Glen A. Barton
    9,213     $ 565,955  
Vincent A. Calarco
    12,214     $ 750,306  
Joseph A. Carrabba
    9,720     $ 597,100  
Noreen Doyle
    12,035     $ 739,310  
Veronica M. Hagen
    12,035     $ 739,310  
Michael S. Hamson
    12,214     $ 750,306  
John B. Prescott
    10,059     $ 617,924  
Donald C. Roth
    12,214     $ 750,306  
Simon R. Thompson
    10,150     $ 623,515  
Share Ownership Guidelines. All directors are encouraged to have a significant long-term financial interest in the Company. To encourage alignment of the interests of the directors and the stockholders, each director is expected to own, or acquire within three years of becoming a director, shares of the Company’s common stock having a market value of five times the annual cash retainer payable under the Company’s director compensation policy. All directors meet the share ownership guidelines.
 
Compensation Consultant. The Board of Directors has engaged Frederic W. Cook & Co. (“Cook & Co.”) during 2010 to assist in the evaluation of independent director compensation. For a description of executive compensation consulting services provided by Cook & Co. to the Compensation Committee of the Board of Directors, see pages 25-26 of the Compensation, Discussion and Analysis.
 
Committees of the Board of Directors and Attendance.
 
Attendance at Meetings. During 2010, the Board of Directors held eight meetings. Each incumbent director attended 75% or more of all meetings of the Board of Directors and committees of the Board of Directors on which he or she served. It is the policy and practice of the Company that nominees for election at the Annual Meeting of Stockholders attend the meeting. All of the Board members at the time of the 2010 Annual Meeting of Stockholders held on April 23, 2010, attended the meeting.
 
Board Committees. The Board of Directors has, in addition to other committees, Audit, Compensation, Corporate Governance and Nominating, Operations and Safety, and Environmental and Social Responsibility Committees. All members of these five committees are independent, as defined in the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Each Committee functions under a written charter adopted by the Board which are available on our website at http://www.newmont.com/our-investors/our-governance. The current members of these Committees and the number of meetings held in 2010 are shown in the following table:


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Committees of the Board of Directors
 
             
Audit
          Meetings
Committee Members
     
Functions of the Committee
  in 2010
 
             
Noreen Doyle, Chair
    please refer to “Audit Committee Report.”   4
Vincent A. Calarco
Michael S. Hamson
           
 
             
Compensation
          Meetings
Committee Members
     
Functions of the Committee
  in 2010
 
Donald C. Roth, Chairman
Glen A. Barton
    determines the components and compensation of the Company’s key employees, including its executive officers.   6
Veronica M. Hagen
    reviews plans for management development and senior executive succession.    
      administers (determines) awards of stock based compensation, including stock options, restricted stock and restricted stock units, which are subject to ratification by the full Board of Directors.    
      please refer to “Report of the Compensation Committee on Executive Compensation” and the “Compensation, Discussion and Analysis” beginning on pages 19 and 20, respectively.    
 
             
Corporate Governance
           
and Nominating
          Meetings
Committee Members(1)
     
Functions of the Committee
  in 2010
 
Vincent A. Calarco, Chairman
    proposes slates of directors to be nominated for election or re-election.   5
Glen A. Barton
    proposes slates of officers to be elected.    
Donald C. Roth
    conducts annual Board and committee evaluations.    
      conducts evaluations of the performance of the chief executive officer.    
      responsible for recommending amount of director compensation.    
      advises Board of corporate governance issues.    
 
             
Operations and Safety
          Meetings
Committee Members(1)
     
Functions of the Committee
  in 2010
 
John B. Prescott, Chairman
    assists the Board in its oversight of operations and safety issues.   5
Joseph A. Carrabba
Veronica M. Hagen
Simon R. Thompson
    administers the Company’s policies, processes, standards and procedures designed to accomplish the Company’s goals and objectives relating to these issues.    
 
             
Environmental and
           
Social Responsibility
          Meetings
Committee Members(1)
     
Functions of the Committee
  in 2010
 
Simon Thompson, Chairman
Joseph A. Carrabba
    assists the Board in its oversight of sustainable development, environmental affairs, community relations and communications issues.   4
Noreen Doyle(2)     administers the Company’s policies, processes, standards and procedures designated to accomplish the Company’s goals and objectives relating to these issues.    
 
 
(1) Following Gov. Miller’s retirement, the Board reduced the size of the Corporate Governance and Nominating Committee to three members and the Environmental and Social Responsibility Committee to three members. Following Dr. Taranik’s retirement, the Board also reduced the size of the Operations and Safety Committee to four members.
(2) Noreen Doyle was appointed a member of the Environmental and Social Responsibility Committee following Dr. Taranik’s retirement.
 
Corporate Governance.
 
Corporate Governance Guidelines and Charters. The Company has adopted Corporate Governance Guidelines that outline important policies and practices regarding the governance of the Company. In addition, each of the committees has adopted a charter outlining responsibilities and operations. The Corporate Governance Guidelines and the charters are available on our website at http://www.newmont.com/our-investors/our-governance.


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Board Leadership and Independent Chairman. The Board of Directors selects the Chairman of the Board in the manner and upon the criteria that it deems best for the Company at the time of selection. The Board of Directors does not have a prescribed policy on whether the roles of the Chairman and Chief Executive Officer should be separate or combined. At all times, the Board of Directors has either a Non-Executive Chairman or lead director of the Board, which Chairman or lead director will meet the Company’s independence criteria and will be elected annually by the independent members of the Board of Directors.
 
Before 2008, the positions of Chairman of the Board and Chief Executive Officer were held by a single person. Due to the potential efficiencies of having the Chief Executive Officer also serve in the role of Chairman of the Board and the long tenure of the Chief Executive Officer, the Board of Directors determined that the interests of the Company and its stockholders were best served by the leadership and direction provided by a single person as Chairman and Chief Executive Officer. In 2007, the Board of Directors considered a shareholder proposal included in the 2007 Proxy Statement regarding the separation of such roles. The Board agreed to separate the roles as of January 1, 2008 in response to the stockholder vote and the Board’s determination regarding what was in the best interest of the Company at such time. The Board will continue to evaluate whether this leadership structure is in the best interests of the stockholders on a regular basis.
 
In January 2008, the independent members of the Board of Directors elected Vincent A. Calarco an independent Non-Executive Chairman of the Board. Mr. Calarco has been re-elected each year since 2008 as Non-Executive Chairman. He presides at independent directors sessions scheduled at each regular Board meeting. The Non-Executive Chairman serves as liaison between the Chief Executive Officer and the other independent directors, approves meeting agendas and schedules and notifies other members of the Board of Directors regarding any significant concerns of stockholders or interested parties of which he or she becomes aware. The Non-Executive Chairman presides at stockholders meetings and provides advice and counsel to the Chief Executive Officer.
 
Board Oversight of Risk Management. The Board of Directors is engaged in company-wide risk management oversight. Directors are entitled to rely on management and the advice of the Company’s outside advisors and auditors, but must at all times have a reasonable basis for such reliance. The Board of Directors relies upon the Chief Executive Officer and Chief Financial Officer to supervise the day-to-day risk management, each of whom provides reports directly to the Board of Directors and certain Board Committees, as appropriate. The Company has a global Enterprise Risk Management team, led by the Company’s Vice President and Treasurer. The Enterprise Risk Management team’s objectives include conducting the compensation risk assessment and reporting the process and findings to the Audit Committee and the Compensation Committee regularly, and to the full Board of Directors on at least an annual basis.
 
The Board of Directors also delegates certain oversight responsibilities to its Board Committees. For a description of the functions of the various Board Committees, see “Board Committees” above. For example, while 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 provides risk oversight with respect to the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and corporate policies and controls, the independent auditor’s selection, retention, qualifications, objectivity and independence, and the performance of the Company’s internal audit function. Additionally, the Compensation Committee provides risk oversight with respect to the Company’s compensation program. For a discussion of the Compensation Committee and Enterprise Risk Management team’s assessments of compensation-related risks, see “Compensation Discussion and Analysis — Risk Assessment.” The Operations and Safety Committee provides oversight and direction with regard to safety and operating risks. The Environmental and Social Responsibility Committee provides oversight and direction with respect to environmental, social responsibility and community relations risks.
 
Communications with Stockholders or Interested Parties. Any stockholder or interested party who desires to contact the Company’s Chairman, the non-management directors as a group or the other members of the Board of Directors may do so by writing to the Secretary, Newmont Mining Corporation, 6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111 USA. Any such communication should state the number of shares owned, if applicable. The Secretary will forward to the Chairman any such communication addressed to him, the non-management 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 Chairman of the Audit Committee.


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Majority Voting Policy. At the 2010 Annual Meeting of Stockholders, the stockholders approved a proposal submitted by United Brotherhood of Carpenters and Joiners of America to initiate the appropriate process to amend the Company’s governance documents to provide that director nominees be elected by the affirmative vote of the majority of votes cast at an Annual Meeting in a non-contested election. As a result, the Board of Directors amended the Company’s By-Laws to require 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 exceeds 50% of the number of votes cast with respect to that director’s election. Notwithstanding the foregoing, in the event of a “contested election” of the directors (as defined in the Company’s By-Laws), directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present.
 
If a nominee for director does not receive the vote of at least a majority of votes cast at an Annual Meeting, it is the policy of the Board of Directors that the director must tender his or her 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, taking into account all of the facts and circumstances. The director who has tendered his or her resignation will not take part in the deliberations. For additional information, our Corporate Governance Guidelines describing this policy are available on our website at www.newmont.com/our-investors/our-governance.
 
Retirement Age. The Company’s retirement policy for non-employee directors provides that, except at the request of the Board of Directors, no non-employee director may stand for re-election to the Board after reaching age 72.
 
Code of Business Ethics and Conduct. Newmont has adopted a Code of Business Ethics and Conduct (the “Code”) applicable to all of its directors, officers and employees, including the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer and other persons performing financial reporting functions. The Code is available on our website at http://www.newmont.com/our-investors/our-governance. 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. The Company will disclose any amendments to, or waivers from, certain provisions of the Code that apply to the Company’s directors or executive officers within four days of such event on Form 8-K.
 
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 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.
 
With approval of the Board of Directors, Gov. Miller, who retired from the Board of Directors in April 2010, was appointed the Newmont Chairman of a Nevada Advisory Panel, for a two-year term effective April 23, 2010 through April 22, 2012. Gov. Miller has provided and will continue to provide high-level strategic advice on Nevada political and operational issues to the Company. For his services, Newmont will pay him an annual fee of $215,000, $147,519 of which was paid to Gov. Miller in 2010 for services rendered.


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Report of the Compensation Committee on Executive
Compensation
 
The Compensation Committee of the Board of Directors (the “Compensation Committee”) 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 Compensation Committee has adopted a Charter that describes its responsibilities in detail, and the Compensation Committee and Board review and assess the adequacy of the Charter on a regular basis. The Compensation Committee 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 Compensation Committee’s role in corporate governance can be found in the Compensation Committee’s Charter, available on the Company’s web site at www.newmont.com under the Our Investors section.
 
The Compensation Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis section of this Proxy Statement. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
 
Submitted by the following members of the Compensation Committee of the Board of Directors:
 
Donald C. Roth, Chairman
Glen A. Barton
Veronica M. Hagen


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Compensation Discussion and Analysis
 
Our Compensation Discussion and Analysis (“CD&A”) describes Newmont’s executive compensation programs and compensation decisions in 2010 for our Named Executive Officers (“Officers”), who for 2010 includes:
 
  •   Richard T. O’Brien, President and Chief Executive Officer;
 
  •   Russell Ball, Executive Vice President and Chief Financial Officer;
 
  •   Brian A. Hill, Executive Vice President, Operations;
 
  •   Randy Engel, Executive Vice President, Strategic Development; and
 
  •   Guy Lansdown, Executive Vice President, Discovery and Development.
 
The information is presented in the CD&A as follows:
 
  •   Executive Summary: Provides the highlights of the Company’s business performance, executive compensation structure and the relationship between the two, and the key Compensation Committee actions in 2010;
 
  •   Philosophy and Objectives: An overview of the compensation philosophy and objectives of the executive compensation program at Newmont;
 
  •   Components of Total Compensation: Provides details of the components within executive pay, how they are structured and why they are used;
 
  •   2010 Compensation: Provides details regarding current pay levels and incentive programs; and
 
  •   Other Policies and Considerations: Provides information on other programs, governance, risk and related items.
 
Executive Summary.
 
Company Overview and Summary of 2010 Business Results. Newmont is one of the world’s largest gold producers and is the only gold company included in the S&P 500 Index and Fortune 500, and was the first gold company included in the Dow Jones Sustainability Index-World. We are engaged in the exploration for and acquisition of gold, copper and certain base metals properties. We have significant assets or operations in the United States, Australia, Peru, Indonesia, Ghana, Canada, New Zealand and Mexico.
 
During 2010 the Company continued on its journey of transformation and evolution. In our drive to be the most valued and respected mining company through industry-leading performance, we have successfully executed on the key benchmarks that we set out for the Company at the beginning of the year.
 
Delivered strong operating and financial performance.
 
  •   Consolidated gold production of approximately 6.5 million ounces (5.4 million ounces attributable to Newmont) at costs applicable to sales of $485 per ounce;
 
  •   Consolidated copper production of approximately 600 million pounds (327 million pounds attributable to Newmont) at costs applicable to sales of $0.80 per pound;
 
  •   Record Revenues of $9.54 billion, an increase of 24% over 2009;
 
  •   Gold operating margin (average realized price per ounce less consolidated costs applicable to sales per ounce) of $737 per ounce, an increase of 30% over 2009 compared to an increase of 25% in the average realized gold price for the same period;
 
  •   Record net income attributable to Newmont stockholders of $4.63 per share;
 
  •   Record cash flow from continuing operations of $3.2 billion, an increase of 9% over 2009;


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  •   Net increase of 1.7 million ounces of gold reserves to 93.5 million ounces at December 31, 2010; and
 
  •   Total Shareholder Return (“TSR”) of 26%.
 
Implemented Business Excellence initiatives to further drive continuous improvement and business efficiencies in our organization.
 
  •   Continuing to improve our safety performance;
 
  •   Continuing evolution to a process-driven culture;
 
  •   Maintaining our industry-leading environmental, social and community relations commitments;
 
  •   Remaining a leading member of the Dow Jones Sustainability World Index; and
 
  •   Investing in people.
 
Our executive compensation programs support the achievement of the results stated above, as further described in our CD&A.
 
Compensation Structure. Our executive compensation program — composed of salary, short-term incentives and long-term incentives — is intended to align the interests of our Officers with those of our stockholders. This program accomplishes this by rewarding performance that is designed to, over time, result in an increase in the value of our stockholder’s investments in Newmont. We believe that the proportion of at-risk, performance-based compensation should rise as an employee’s level of responsibility increases. As such, short- and long-term incentives made up approximately 80% of 2010 target total compensation (as noted in the charts below) with long-term and equity compensation representing a significant portion of total pay. Overall, approximately two-thirds of targeted compensation for our Officers is based on the long-term financial and stock price performance of Newmont. The incentive compensation actually received by Officers varies based upon the Company’s short-term and long-term performance and Newmont’s stock price. While incenting performance, the design of our program is intended to mitigate excessive risk taking by executives. The mix and structure of compensation as described in this CD&A strike an appropriate balance to promote sustained performance without motivating or rewarding excessive risk.
 
(PIE CHART)
 
Managing Executive Compensation in the Commodities Industry. Our stock price is heavily influenced by gold, copper and other commodity prices, which are in turn primarily driven by macroeconomic factors that are outside of the Company’s control. Since our stock price is significantly influenced by these external factors, Newmont’s compensation program is designed to focus management’s efforts in areas where they have the most influence on driving business performance, as well as to motivate and retain outstanding leadership through various economic and commodity price cycles. We believe this approach aligns the incentive structure with business performance elements that support the goal of providing long-term performance gains for our stockholders. To achieve this, the Company utilizes a comprehensive performance-based compensation structure, ensuring an appropriate balance of operational, financial and share price incentives based on:
 
  •   Annual and long-term performance;
 
  •   Internal and external performance comparisons;
 
  •   Absolute and relative performance measures; and
 
  •   Formulaic and discretionary programs.
 
This structure is illustrated in the following chart.


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Newmont’s Executive Compensation Structure
 
(PIE CHART)
 
Company Performance and Relationship to Officer Compensation for 2010. In 2010, management delivered solid results on operational, financial and stockholder return measures, and these results had direct linkages to our incentive compensation plans. The measures used in incentive compensation are what we believe to be the key drivers of Newmont’s long-term success and stock price performance, and are directly correlated to the pay received by the Company’s Officers. Components of Officer compensation increased or decreased in 2010 based on the level of achievement of these goals as shown in the chart below.
 
(See the “2010 Compensation” section of this Proxy Statement for additional information on the measures, results and payments.)
 
                         
      Corporate Metric
    Newmont Performance
           
Incentive Plan Measures     Supported     (against target)     Resulting Officer Compensation     Linkage to Officer Compensation
                         
Gold and Copper Production
    Revenue     Below target     Below target      
                         
Costs Applicable to Sales
    Operating Income     At target     At target      
                         
Capital Expenditures
    Efficient Use of Assets/Balance Sheet Strength     Above target     Above target     Short-term Incentives; Financial
Performance Long-term Incentives
                         
Reserves
    Assets; Future Revenue     Above target     Above target      
                         
Non-Reserve Mineralization
    Assets; Future Revenue     Above target     Above target      
                         
Share Price Growth
    Share Price Performance     Above median     Above target      
                         
                         
Total Shareholder Return vs. Peers
    Share Price Performance vs. Peers     Above target     Above target     Performance-Leveraged Long-term
Incentives
                         


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Incentive Plan Measures, Overall Company Performance and Resulting Compensation. The metrics listed below are general indicators of the Company’s overall performance in 2010 which results from the performance on the incentive plan measures. The Compensation Committee believes the incentive plan measures are the key drivers of the metrics below and support sustained, long-term performance. As noted previously, the Compensation Committee prefers to use a balance of operational and financial measures, rather than only high-level financial measures, to provide a more direct “line of sight” and to incent management’s performance on the key performance drivers. Again, this balanced approach also helps to manage commodity price volatility, such as the record gold price experienced in 2010, by incorporating measures that are not significantly influenced by commodity prices.
 
(BAR CHART)
 
 
(1)
“2010 Pay” includes an estimated stock option award for 2010 performance as it was not determined as of the date of the filing of this Proxy Statement.
 
Summary of Key Compensation Committee Actions. The following highlights some of the key actions by the Compensation Committee, as well as the changes in Officer compensation, in 2010.
 
Policy changes:
 
  •   Introduced a new long-term incentive plan, based on share price performance to further align executive compensation, stockholder returns and company performance, is based on:
 
  •   Newmont’s change in share price over the performance period; and
 
  •   Newmont’s TSR performance relative to its peer group TSR;
 
  •   Added copper to the incentive plan measures for both production and costs given the Company’s significant production of copper;
 
  •   Increased the stock ownership requirements for the Chief Executive Officer from four-times to five-times base salary;
 
  •   Revised the executive pay philosophy to reflect a “reasonable range” for targeting compensation based on a variety of internal and external factors;
 
  •   Revised the Compensation Committee charter to formally add items regarding annual review of stockholder relations, peer group review, management development and succession planning, and annual review of severance policies; and
 
  •   Established the “Compensation Committee Operating System” to support the governance activities of the Compensation Committee.
 
These policy changes build upon our strong governance model and other policies that are in place, including:
 
  •   Stock ownership requirements for Officers to own significant holdings of Newmont stock;


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  •   A clawback policy to recover excess compensation from incentive payouts and stock gains if the financial results were misstated, whether intentionally or by administrative error;
 
  •   Stock trading policy prohibiting executives from buying Newmont stock on margin, or hedging Newmont stock holdings;
 
  •   Change-of-control plans that provide cash payments only upon termination following a change-of-control (“double-trigger”);
 
  •   No employment contracts for Officers;
 
  •   Prohibition against the repricing of stock options without stockholder approval; and
 
  •   Use of an independent compensation consultant, Frederic W. Cook & Co., Inc. (“Cook & Co.”), to advise regarding executive and director compensation (the consultant does not perform any other services to the Company).
 
Summary of Changes in Compensation, Performance Results and Corresponding Compensation Plan Payments (further details are provided in the “2010 Compensation” section of this CD&A):
 
  •   The Company adjusted base salaries following a competitive market review completed by the Compensation Committee’s independent consultant, Cook & Co. The base salaries of the Officers were below the targeted competitive market position. Given this, and based on the performance of the Officers and overall Company performance, the Compensation Committee approved salary increases which place the Officers within their competitive range;
 
  •   For the Corporate Performance Bonus (based on the measures stated above), the aggregate performance for 2010 was 124.3% of target;
 
  •   For the Strategic Objectives Bonus (based on individual qualitative and quantitative goals), the awards ranged from 98%-136% of the mid-point;
 
  •   For the Financial Performance Stock Bonus Plan (based on the weighted average three-year prior performance of the financial and operational measures noted above), the aggregate three-year performance was 126.7% of target;
 
  •   For the Performance-Leveraged Stock Units (based on stock price growth and relative total shareholder return), Newmont’s stock price increased 25.3% in 2010, resulting in a TSR performance that placed Newmont at the 74.7th percentile of the peer companies, which combined, funded the program at 174.7%; and
 
  •   In addition, the Company awarded stock options to the Officers with compensation from the stock options fully tied to any growth in share price over the vesting period.
 
Philosophy and Objectives.
 
Compensation Philosophy. Newmont’s executive compensation programs are designed to effectively link the actions of our executives to business outcomes that drive value creation for stockholders. In designing these programs, we are guided by the following principles:
 
  •   Maintaining a clear link between the achievement of business goals and compensation payout. Our Compensation Committee believes that (1) Officers should be measured and paid on performance that leads to long-term success and relative stock price improvement, and (2) Officer compensation programs can be an effective means of driving the behavior needed to accomplish our objectives, but only if each executive clearly understands how achievement of predetermined business goals influences his or her compensation.
 
  •   Selecting the right performance measures. Equally important is the selection of those performance measures which need to be measurable and linked to both increased stockholder value and Newmont’s short- and long-term success.
 
  •   Sharing information and encouraging feedback. Focused and clear program design supports transparency for our stockholders. It is important for stockholders to understand the basis for our Officers’ compensation, as this provides stockholders insight into our goals, direction and the manner in which


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  resources are being used to increase stockholder value. We welcome stockholder input and have regularly responded to feedback from stockholders in this regard.
 
As a core component of Newmont’s values, we are committed to transparency and open disclosure. We hope this information provides insight into the process that we follow in designing and implementing our executive compensation programs.
 
Compensation Objectives. We believe that executive compensation should be directly linked to continuous improvements in corporate performance and increases in stockholder value. Newmont’s executive compensation programs are designed to:
 
  •   Motivate executives to achieve business goals that drive value for our stockholders;
 
  •   Provide competitive compensation opportunities to attract and retain highly qualified executives;
 
  •   Emphasize long-term performance, which includes our high safety and social responsibility standards;
 
  •   Blend the mix of cash and equity compensation and financial and non-financial performance;
 
  •   Provide incentives to improve performance without taking excessive risks; and
 
  •   Encourage an ownership mentality and stewardship of long-term stockholder interests.
 
Components of Total Compensation.
 
The components of target total direct compensation for our Officers are described in the Executive Summary and stated below. As noted in our Philosophy section, we emphasize performance-based “at-risk” compensation, based on operational, financial and share price performance.
 
(PIE CHART)
 
Developing Our Executive Compensation Program. Each year the Compensation Committee conducts a detailed analysis of executive compensation designed to:
 
  •   Assess the competitiveness of the Company’s executive compensation levels against peer groups;
 
  •   Consider the desired target benchmark for total executive compensation levels; and
 
  •   Make necessary refinements to the compensation components to further align executive compensation with performance goals and ensure good governance practices.
 
The Compensation Committee meets on a regular basis with the Chief Executive Officer, representatives from the Company’s Human Resources, Corporate Legal, and Finance Departments. The role of management is to provide the Compensation Committee with perspectives on the business context and individual performance to assist the Compensation Committee in making its decisions. The Company’s Human Resources Department support the Compensation Committee by providing data and analyses on compensation levels and trends. In addition, external independent compensation experts consult with the Compensation Committee regarding specific topics as further described in the following paragraph. An executive session, without management present, is generally held at the end of each Compensation Committee meeting. The independent members of the Board of Directors make all decisions regarding the Chief Executive Officer’s compensation in executive session, upon the recommendation of the Compensation Committee. The Committee Chairman provides regular reports to the Board of Directors regarding actions and discussions at Compensation Committee meetings.
 
The Compensation Committee, which has the authority to retain special counsel and other experts, including compensation consultants, has engaged Cook & Co. to assist the Compensation Committee in making its decision


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and to provide (1) advice regarding trends in executive compensation, (2) independent review of management proposals and (3) an independent review and recommendation on Chief Executive Officer compensation, as well as other items that come before the Compensation Committee. Cook & Co. has reviewed the compensation philosophy, objectives, strategy, benchmark analyses and recommendations regarding Officer compensation. Cook & Co. is engaged solely by the Compensation Committee and does not provide any services or advice directly to management.
 
When making compensation decisions for Officers, the Compensation Committee considers factors beyond market data and the advice of consultants. The Compensation Committee considers the individual’s performance, tenure and experience, the overall performance of the Company, any retention concerns, the individual’s historical compensation and the compensation of the individual’s peers within the Company and market. While the Compensation Committee does have certain guidelines, goals, and tools that it uses to make its decisions, as explained below, the compensation process is not an exact science but incorporates the reasoned business judgment of the Compensation Committee. In making decisions for executives other than the Chief Executive Officer, the input and perspective of the Chief Executive Officer is considered by the Compensation Committee.
 
Compensation Components and Alignment to Compensation Philosophy.
 
The components of our executive compensation program contain six main elements as shown in the chart above. We explain the philosophy and key features of each below.
 
Determining the Proper Mix of Different Pay Elements. In determining how we allocate an executive’s total compensation package among various components, we emphasize compensation elements that reward performance on measures that align closely with business success, underscoring the pay-for-performance philosophy. A significant portion of our executive compensation is performance-based or “at-risk.” Our Chief Executive Officer and other Officers have a higher percentage of at-risk compensation relative to other employees. We believe this is appropriate because our Officers have the greatest influence on Company performance. Stock-based long-term incentives represent the largest component of pay, in order to encourage sustained long-term performance and ensure alignment with stockholders. In the graphs below, we show the emphasis on at-risk or stockholder aligned compensation through performance-based short-term and long-term incentives compared to base salary.
 
(PIE CHART)
 
Components of Compensation and Alignment to Goals. The Company recognizes that its share price is heavily influenced by the price of gold, copper and other commodities, which are outside of the control of the Company. Thus, as a way to balance the commodity fluctuation, the Company grants a mix of incentives including stock options, financial performance stock bonuses (common stock and restricted stock units) and performance leveraged stock units (based on share return measures) to align the interests of management with the long-term interests of stockholders. This balanced approach means that management needs to achieve specific performance goals to earn the common stock and restricted stock units even in periods of positive gold/copper price movement, and that the equity package continues to motivate performance in down-cycles as the common stock and restricted stock units retain value and have motivational impact even when gold/copper prices are falling. At the same time, the use of stock options ensures that the highest rewards will only occur with an increasing share price.


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The components of the compensation structure are:
 
                   
Time Horizon     Component     Purpose     Key Features
Current
    Base Salary     Compensation for the level of responsibility, experience, skills, and sustained individual performance    
Fixed compensation is not subject to financial performance risk;

Targeted to the 62.5 percentile of the peer group to ensure the ability to attract strong leaders in an increasingly competitive executive talent market;

Used to determine pay-based benefits; and

Individual compensation can vary above or below the market reference point based on such factors as performance, skills, experience and scope of the role relative to internal and external peers.
                   
Short-Term
(annual)
    Corporate Performance Bonus     Supports annual operating and financial performance, based on defined performance metrics    
Annual cash award which ranges from 0-200% of target based on:

•  Production;

•  Cost of sales;

•  Capital expenditures;

•  Reserve additions; and

•  Non-reserve mineralization additions.
                   
      Strategic Objectives Bonus     Rewards for the achievement of group and individual strategic objectives designed to support current initiatives and long-term sustainability and performance of the Company     Annual cash award based on stated measures and objectives approved in advance by the Compensation Committee.
                   
Long-Term
(3-10 years)
    Performance Leveraged Stock Units     Incentive to outperform peer group share price performance to make Newmont the preferred gold stock; aligns pay with stockholder interests and long-term Company/stock price performance     Awards are based on absolute stock price growth and relative stock price performance against the peer group, over a three-year period.
                   
      Financial Performance Stock Bonus     Supports consistent long-term operational and financial performance measures that drive the success of the Company; stability in production and key financial and operational targets     Three-year rolling weighted average of the Corporate Performance Bonus metrics (2010: 50%; 2009: 30%; 2008: 20%).
                   
      Stock Options     Reward for growth in the Company’s share price over the long-term     Grant of stock options that only deliver value in the event of increased share price following three-year vesting period; Grant is adjusted based on individual performance. Stock options have a 10 year life following grant.
                  Grant amount is based on individual performance.
                   
 
Determination of Target Total Compensation. We consider a variety of factors when determining target Officer compensation to ensure we have a comprehensive understanding of alignment of goals, reasonableness of pay, internal equity, pay for performance, and ability to attract and retain executive talent. The primary items are discussed in detail below, and include:
 
  •   Market information;


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  •   Individual performance;
 
  •   Experience, skills and scope of responsibilities;
 
  •   Company performance;
 
  •   Succession planning;
 
  •   Value of the compensation relative to the corresponding objective; and
 
  •   Other key measures which assist in providing a comprehensive understanding of pay, such as pay mix, internal equity, Chief Executive Officer compensation versus Total Shareholder Return, and performance sensitivity analysis.
 
Competitive Considerations (Market information).
 
Peer Group. We strive to compensate our Officers competitively relative to industry peers. To evaluate the reasonableness and competitiveness of Newmont’s position in the industry, the Compensation Committee spent considerable time in 2009 selecting a relevant peer group with the aid of its independent consultant, Cook & Co., and with input from management. The resulting peer group consists of mining and extractive industry companies. This peer group was reviewed again in 2010 and reaffirmed as an appropriate benchmark reference. To create the peer group, the Compensation Committee’s analysis included a review of each potential peer company’s industry, complexity of their business and organizational size information, including revenue, net income, total assets, market capitalization and number of employees. This approach ensures each company’s industry and size provide a reasonable basis of comparison. Below is the peer group selected by the Compensation Committee:
 
         
Agnico Eagle Mines Ltd
  Goldcorp Inc   Consol Energy Inc
Anglogold Ashanti Ltd
  Kinross Gold Corp   EOG Resources Inc
Barrick Gold Corp
  Teck Resources Ltd   Peabody Energy Corp
Freeport-McMoran Copper and Gold Inc
  Apache Corp   Talisman Energy Inc
Gold Fields Ltd
  Chesapeake Energy Corp   Vulcan Materials Co
 
The companies included in the comparator group differ from those listed in the General Industry Classification Standard (“GICS”), a grouping commonly used by advisory services, as the Compensation Committee does not believe the GICS comparator group appropriately represents the mining and extractive industry companies, which constitute a directly relevant industry and labor peer group.
 
The table below compares Newmont’s 2010 company scope metrics versus the peer group. While Newmont tends to be larger than the companies in the peer group (and has outperformed the peers on several key measures as noted in the table below), which is a conservative approach for pay comparison, the Compensation Committee believes that those selected are appropriate reference points based on the industry. Additionally, the Compensation Committee recognizes that Newmont is one of the world’s largest gold companies, and therefore, will be by default one of the larger companies in the gold mining peer group. Newmont’s relative size and performance is considered by the Compensation Committee when determining an appropriate compensation market reference point, as described in the following section.
 
(LINE GRAPH)
 
 
(1) Data based on the most recent disclosed 2010 performance.


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Positioning of Pay Relative to Peers. Upon completing an in-depth analysis of executive compensation in 2009, the Company determined that Newmont’s Officer pay was below the historical target positioning. Specifically, the results of the 2009 peer group comparison found that base salaries, targeted annual cash compensation, long-term incentives and target total direct compensation were below the 50th percentile of the peer group.
 
Because executive pay was well below its targeted position in 2009, the Compensation Committee decided to take a measured approach and target compensation between the 50th and 75th percentile, gradually moving compensation back into this range over time as performance, scope and other key criteria warranted. In 2010, the Compensation Committee again reviewed our pay philosophy and determined that for 2011, it would be appropriate to target the 62.5 percentile of the market and to use the broader philosophy of “market median up to the 75th percentile as the reasonable range for target compensation, considering Company and peer group metrics, individual and Company performance, and the industry labor market context.” This philosophy was formulated with input from the Compensation Committee’s consultant, Cook & Co. Under this more general approach, the Compensation Committee retains flexibility in determining the appropriate target for compensation each year based on a variety of factors such as performance, company size, changes in peer group, competition for talent, year-over-year changes in market pay, and other factors.
 
Material Differences Among Officers. With the exception of the Chief Executive Officer, the Company has set the same target percentages of base salary for each compensation component for all of the Officers for 2010. The Chief Executive Officer’s target percentage for each incentive compensation component is greater than the other Officers due to his position as the top executive officer of the Company. Market pay levels for top executives are in general significantly higher than the pay levels for other executives, as indicated by general survey and peer group data utilized by the Compensation Committee and described above. Additionally, the pay mix for the Chief Executive Officer typically includes a greater emphasis on at-risk pay, commensurate with the level of responsibility of the Chief Executive Officer position and the greater degree of impact that this executive can have on overall business results.
 
Other Factors Used to Determine Compensation.
 
Effect of Individual Performance. The Compensation Committee takes into consideration subjective elements, such as the Officer’s skill set, individual achievements and role with Newmont during the relevant fiscal year. Additionally, an assessment of each Officer’s progress against their stated Strategic Objectives (discussed later in this CD&A) is completed by the Compensation Committee based on input provided by the Chief Executive Officer. The Compensation Committee ultimately makes the compensation decisions for all of the Officers, based on the Committee members’ own collective experience and business judgment.
 
Effect of Compensation Previously Received on Future Pay Decisions. We consider actual compensation received in determining whether our compensation programs are meeting their pay-for-performance and retention objectives. Adjustments to future awards may be considered based on results. However, the Compensation Committee generally does not reduce compensation plan targets based on compensation received in the past to avoid creating a disincentive for exceptional performance.


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Other analyses used in determining appropriate levels of compensation include:
 
       
Analysis     Purpose
Pay Mix
    To ensure pay “at-risk” is consistent with philosophy and comparator group practices; a significant majority of pay should be “at-risk.”
       
Internal Equity     To understand whether internal pay differences are reasonable between executive levels and consistent with market practice. The Compensation Committee also considers scope and accountability of the role in determining reasonable differences for internal compensation rates.
       
Total Compensation     To understand the purpose and amount of each pay component as well as the sum of all compensation elements in order to gauge the reasonableness and the total potential expense.
       
Chief Executive Officer and other Officer compensation versus Total Shareholder Return (“Pay-for-Performance Charts”)     To ensure that pay is aligned with performance and set appropriately given industry performance and pay rates.
       
Performance Sensitivity Analysis     To understand potential payments assuming various company performance outcomes; understand how potential performance extremes are reflected in pay; a component of our compensation risk assessment.
       
 
2010 Compensation.
 
While the amount of compensation may differ among our Officers, the compensation policies and factors affecting the amounts, as considered by the Compensation Committee, are generally the same for each of our Officers, including our Chief Executive Officer. In this section, we discuss the Compensation Committee’s considerations with respect to each element of compensation paid in 2010.
 
Base Salary. The Compensation Committee considered the compensation levels of comparable positions in the survey data as a general guidepost in setting base salaries, but also considered individual performance, tenure and experience, the overall Company performance, any retention concerns, individual historical compensation and input from other Board members. Based on these considerations, the Compensation Committee implemented certain salary adjustments in 2010 to more closely align the salaries of our Officers with base salaries offered to similarly positioned senior executives at our peer companies. While the Compensation Committee has not adopted a policy with regard to the internal relationship of compensation among the Officers or other employees, this relationship is reviewed and discussed when the Compensation Committee determines total compensation for our Officers. The increases in base salaries earned in 2010 from those earned in 2009 were as follows:
 
                         
Name
 
2009 Base Salary
   
2010 Base Salary
   
Change
 
 
Richard O’Brien
  $ 1,025,000     $ 1,060,000       3 %
Russell Ball
  $ 544,667     $ 565,000       4 %
Randy Engel
  $ 486,917     $ 545,000       12 %
Brian Hill
  $ 625,660     $ 605,000       −3 %
Guy Lansdown
  $ 574,000     $ 605,000       5 %
 
With the exception of Randy Engel and Brian Hill, the salary increases ranged from 3% to 5%. Because Randy Engel serves in a unique role that incorporates various company functions, the Compensation Committee determined that an above average increase was appropriate in recognition of the added scope of his role and his sustained performance. Brian Hill transferred from Australia to the U.S. in 2009 and the reduction in the pay rate is primarily related to him becoming eligible for the U.S. Pension Plan, rather than the superannuation benefits in Australia.


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Short-Term Non-Equity Incentive Compensation.
 
Short-Term Incentive Compensation Highlights
 
  •  Comprised of two components:
 
  •  Corporate Performance Bonus (50% of the total short-term incentive opportunity); and
 
  •  Strategic Objectives Bonus (50% of the total short-term incentive opportunity).
 
Short-term non-equity incentives include a Corporate Performance Bonus and a Strategic Objectives Bonus. Each is expressed as a percentage of base salary. The Corporate Performance Bonus has a target level and the Strategic Objectives Bonus has a maximum level, leaving the Board full discretion to decrease the maximum level. The total of the target Corporate Performance Bonus and 50% of the maximum Strategic Objectives Bonus is designed to achieve between the 50th and 75th percentile of the peer data for total short-term compensation, as described above.
 
2010 Short-Term Non-Equity Incentives
 
                         
    Target Corporate Performance
    Mid-Point of Strategic
       
    Bonus as a Percentage of Base
    Objectives Bonus Range as a
    Total as a Percentage of Base
 
Name
  Salary (A)     Percentage of Salary (B)(1)     Salary (A+B)  
 
Richard O’Brien
    75.0 %     75.0 %     150 %
Russell Ball
    42.5 %     42.5 %     85 %
Randy Engel
    42.5 %     42.5 %     85 %
Brian Hill
    42.5 %     42.5 %     85 %
Guy Lansdown
    42.5 %     42.5 %     85 %
 
 
(1) The Compensation Committee set the Strategic Objectives Bonuses at a maximum opportunity for each Officer, rather than a target, with the intent that the Compensation Committee will exercise its business judgment in determining the amount of payout.
 
Corporate Performance Bonus.
 
Corporate Performance Bonus Highlights
 
  •  Annual Company financial and operational measures;
 
  •  Payment based on overall Corporate performance;
 
  •  Payment ranges from 0-200% of target Corporate performance;
 
  •  Five of seven measures performed near target or above target levels;
 
  •  Low or no payment for the two measures that were below target levels; and
 
  •  Weighted performance resulted in an award of 124.3% of target payment.
 
The Corporate Performance Bonus provides an annual reward based on seven publicly-reported measures1 designed to balance short-term and long-term factors, business performance and successful investment in and development of Company assets. The Compensation Committee reviews and approves the performance metrics and target levels of performance annually. The amounts of 2010 Corporate Performance Bonuses earned by the Officers are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The metrics that the Compensation Committee established for 2010 are listed below.
 


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Corporate Performance
           
Bonus Measure(1)     What It Is
    Why It Is Used
Equity Production
    Measures the ounces of gold and pounds of copper produced each year    
•   Production of gold and copper is the basis of Newmont’s business. Production is the primary factor within the Company’s control.

•   The metric also provides incentive to bring various projects into production in a timely manner.
             
Costs Applicable to Sales
    Measures the costs of producing an ounce of gold and pound of copper    
•   The cost metric balances the production metric by encouraging efficient, safe production.

•   The cost metric is designed to promote implementation of Company-wide cost control measures.
             
Capital Expenditures
    Measures actual capital expense against the planned capital investments for the year, as approved by the Board. The target includes assumptions for variables such as commodities prices, currency fluctuation, and deferral or acceleration of projects. At the end of the year, the actual impact of these variables is determined, and the target is adjusted up or down, accordingly.    
•   As a capital intensive business, the capital expenditure metric focuses on efficient utilization of capital in developing and completing projects. Efficient use of capital impacts the years to payback and the overall long-term return of the project.
             
Reserves and Non-Reserve
Mineralization
    Measures the proven and probable mineral reserves (Reserves) as well as the mineralization not yet proven to the level required for public disclosure (Non-Reserve Mineralization)    
•   The Reserves and Non-Reserve Mineralization metrics promote the discovery of new deposits and the successful completion of the work needed to report these as reserves and non-reserve mineralization. In a business that depletes its resources every year through production, the ability to maintain reserve levels is a substantial challenge, but necessary for sustainability.
             
 
 
(1) For Equity Production and Costs Applicable to Sales, both gold and copper are measured separately. In addition, Reserves and Non-Reserve Mineralization are also measured separately, resulting in a total of 7 measures.
 
Calculation of Corporate Performance Bonuses. The 2010 targets were a mix of demanding financial, production, and reserve/non-reserve mineralization targets derived from the annual business planning process. It is the Compensation Committee’s perspective that the target should be challenging, yet achievable, and the target is structured accordingly. Over the past 10 years, the Company bonus plan has paid below target in four years, which we consider as one measure of the level of difficulty of achieving a target award.
 
If the Company achieves its targeted performance for each of the metrics, the payout percentage for the Corporate Performance Bonus is 100%. If the minimum amounts are not achieved for a particular metric (the “threshold”), no Corporate Performance Bonus is payable for that metric. For performance between the threshold and maximum for any metric, the amount is prorated to result in a payout percentage between 50% and 200%. The slope of the bonus payout range increases upon reaching target performance in an effort to provide a stronger

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incentive and reward for outperforming the targets. Below target performance, upon reaching the threshold level, the incremental payout for each increment of performance remains moderate, ensuring an appropriate incentive and reward while not compensating beyond the reasonable amount for the given level of performance.
 
2010 Corporate Performance Bonus Metrics and Calculation
 
The structure of the Corporate Performance Bonus as well as the performance and bonus results for 2010 are provided in the table below:
 
                                                                             
Bonus Structure       Bonus Payment Range       2010 Results  
Performance
                  Minimum
      Target
      Maximum
      2010
      Performance
      Payout
 
Metric     Measure     Weighting       (50%)       (100%)       (200%)       Performance       Percentage       Percentage (1)  
Equity
Production
    Gold
(oz.000)
      20 %       5,217         5,491         5,684             5,391           81.7 %       16.3 %
                                                                           
   
Copper
(million lb.)
      5 %       366         385         399         348         0.0 %       0.0 %
                                                                             
Cost Applicable
to Sales
    Gold
($/oz.)
      20 %     $ 509       $ 467       $ 439       $ 485         79.0 %       15.8 %
                                                                           
    Copper
($/lb.)
      5 %     $ 0.97       $ 0.89       $ 0.84       $ 0.80         200.0 %       10.0 %
                                                                             
Capital
Expenditures
    ($million)       25 %     $   1,518       $   1,445       $   1,272       $   1,375         140.6 %       35.2 %
                                                                             
Reserves
    (Moz.)       16.67 %       4.00         6.75         9.00         8.59         181.7 %       30.3 %
                                                                             
Non-Reserve
Mineralization
    (Moz.)       8.33 %       3.00         4.25         6.36         7.96         200.0 %       16.7 %
                                                                             
(1) Calculated by multiplying “Weighting” x “Performance Percentage”
                                                                             
Total Payout =
                                              124.3 %
                                                                             
 
While the Compensation Committee may exercise discretion regarding cash bonus awards under the Corporate Performance Bonus Plan, all of the Officers received cash bonus awards based solely on the formula funding results prescribed by the bonus structure as stated above.
 
To calculate the Corporate Performance Bonus for each of the Officers, the relevant target percentage of base salary was multiplied by 124.3%.
 
The targets for 2011 Corporate Performance Bonus had not been finalized as of the date of filing of this Proxy Statement.
 
Strategic Objectives Bonus.
 
Strategic Objectives Bonus Highlights
 
  •  Individualized strategic objectives established for each Officer by the Compensation Committee;
 
  •  Objectives support long-term sustainability and performance;
 
  •  Incorporates the leadership areas of people and organizational development, safety, operational execution and efficiency, corporate sustainability and financial strength;
 
  •  Objectives are pre-approved by the Compensation Committee;
 
  •  May be single or multi-year; and
 
  •  Payments based on discretion and reasoned business judgment of the Compensation Committee as a percent of maximum.


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The purpose of the Strategic Objectives Bonus is to align personal performance with key individualized strategic objectives that will support the long-term sustainability and performance of the Company. The strategic objectives encompass the broad spectrum of responsibilities inherent in senior leadership roles and in many cases, do not have immediate or tangible measures. The Strategic Objectives component of the executive compensation program provides for a well-rounded assessment of executive performance, resulting in an improved correlation of pay and performance. Specifically, the program serves to provide the ability to:
 
  •   Holistically consider performance against a broad set of strategic, operational, environmental, social and financial business goals;
 
  •   Incentivize and reward efforts that are difficult to quantify, but provide long-term stockholder value;
 
  •   Reward for timely adjustments to business dynamics not anticipated prior to the performance period;
 
  •   Consider the multitude of complex factors that can affect performance inside and outside of management’s control for the purpose of assessing performance and providing appropriate compensation (e.g., economic cycles, market volatility, and fluctuations in commodities prices);
 
  •   Take an extended long-term perspective ensuring directional alignment of current performance with the vision of the organization’s future;
 
  •   Control the potential risk of sub-optimized results due to a focus on set goals which may no longer be a key priority; and
 
  •   Differentiate awards based on a broad perspective of an individual’s contribution to the Company.
 
The Strategic Objectives Bonus is not formulaic given the difficulty in explicitly quantifying the aggregate performance. Accordingly, payments under this program are awarded at the discretion of the Compensation Committee pursuant to the qualified business judgment of its members. The Compensation Committee can award payments out of a total bonus opportunity assigned to each Officer based upon their overall performance on the variety of business objectives. To assist the Compensation Committee’s understanding of each individual’s achievements, the Compensation Committee receives a year-end performance assessment and recommendation for each of the Officers (except for the Chief Executive Officer) from the Chief Executive Officer. For the Chief Executive Officer, the Board of Directors determines the Strategic Objectives Bonus based on his performance against the stated strategic objectives for the year, as well as other factors potentially not contemplated prior to the start of the year. While the Strategic Objectives Bonus is based on pre-established individual Strategic Objectives, these pre-established individual Strategic Objectives do not constitute performance measures the achievement of which automatically results in specific payout levels, but instead provide a context for the Board and Compensation Committee to evaluate each Officer’s performance and contributions to the Company’s success when making the bonus payout determinations.
 
The Board designated several common Strategic Objectives for each Officer in 2010, and also designated Strategic Objectives tailored to each Officer’s specific role. The common Strategic Objectives for the Officers in 2010 included:
 
  •   People, Our Most Valued Resource — Retain, Develop and Attract Employees;
 
  •   Operational and Project Planning and Execution — Deliver On Our Plans in a Safe and Environmentally and Socially Responsible Manner;
 
  •   Sustainability through Financial Strength and Flexibility and through Growth — Think and Invest Strategically; and
 
  •   Leverage, Scope and Scale — Create Operating and Business Efficiencies.


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Regarding the common Strategic Objectives, the efforts of the Officers resulted in the following achievements: targets in areas of performance management and talent development were exceeded; good progress was made on implementation of safety and Community Relationships Review programs; operating targets were generally met or exceeded; excellent liquidity and balance sheet strength were achieved; cost savings, productivity and efficiency were enhanced through business process improvements.
 
While no single Strategic Objective is either material to an understanding of the Company’s compensation policies relating to the Strategic Objective Bonus program or dispositive in the Compensation Committee’s decisions regarding the specific payout levels, in determining the awards for 2010, the Compensation Committee considered the following key accomplishments of each Officer, in each case concluding that the Officer had successfully achieved and often exceeded the stated Strategic Objectives:
 
  •   Richard O’Brien: led efforts to promote cultural changes with the objective of positioning the Company to deliver high performance over the long-term, such as through enhancing the Company’s safety mindset and improving planning capabilities; enhanced governmental and external relationship programs; positioned the Company’s environmental and social responsibility programs as competitive strengths through sound environmental performance and enhanced programs; fully established the foundation of the ongoing Community Relationships Review Program; increased the Company’s Human Resources capabilities, including improved succession planning, management training and employee engagement; delivered on the Company’s business plans in a safe, environmentally and socially responsible manner; refined the Company’s overall strategic plans, including defining the appropriate mix between internal projects/development opportunities and external merger/acquisition opportunities; managed the Company’s divestiture obligations and external relationships relating to the Company’s interest in the Batu Hijau mine in Indonesia; improved the Company’s financial strength and flexibility; and implemented programs to achieve operational efficiency.
 
  •   Russell Ball: ensured access to capital and financial flexibility; eliminated waste and maximized value of assets through Business Excellence programs, such as Continuous Improvement and creation of a Management Operating System; successfully strengthened Newmont’s balance sheet; and successfully completed the integrations for the supply chain, information technology, accounting and tax functions.
 
  •   Randy Engel: developed and led a planning initiative, making changes to allow increased understanding of the direction of the business, promoting focused analysis of results and options around alternative plan decisions; identified and analyzed several growth opportunities; enhanced Newmont’s Investor Relations function; and improved bench strength in the groups he oversees.
 
  •   Brian Hill: delivered on targeted operating metrics in-line with expectations despite geotechnical events and ore grade reconciliation issues; deployed the Business Excellence programs resulting in cost reductions and operational improvements; established and led the Company’s Safety Task Force; and improved leadership bench strength.
 
  •   Guy Lansdown: built and led exploration programs that delivered above targets; successfully advanced key development and exploration projects, including the Conga project in Peru and the Akyem project in Ghana; reinstituted innovation and research and development to advance Newmont’s technical practices.
 
The Compensation Committee considered each Officer’s performance and key accomplishments listed above in determining his bonus amount. In most cases, each of the Officers successfully achieved and often exceeded the stated objectives. Based on these reviews, the overall performance of the Company, and recommendations from Richard O’Brien in the case of Russell Ball, Randy Engel, Brian Hill and Guy Lansdown, each of the Officers received the following amounts:
 


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    2010 Maximum
    2010 Strategic
 
    Strategic
    Objectives Bonus
 
    Objectives Bonus
    Awarded
 
Name
  ($)     ($)  
 
Richard O’Brien
  $ 1,590,000     $ 779,100  
Russell Ball
  $ 480,250     $ 300,000  
Randy Engel
  $ 463,250     $ 300,000  
Brian Hill
  $ 514,250     $ 325,000  
Guy Lansdown
  $ 514,250     $ 300,000  
 
Long-Term Equity Incentive Compensation.
 
Long-term Equity Incentive Compensation Highlights
 
  •   Includes three performance-based elements:
 
  •   Financial Performance Stock Bonus;
 
  •   Stock Options; and
 
  •   Performance Leveraged Stock Units.
 
Mix of Equity Incentive Components. Each component of the long-term equity incentive represents one-third of the total equity opportunity. Three elements are used to balance long-term financial, operational and share price performance, as well as to balance incentives for company and peer group performance.
 
Equity Award Target Values. The Compensation Committee designed target values of equity incentives for each Officer based upon competitive market data to achieve the target range as discussed above. The Compensation Committee has determined that all of the Officers, with the exception of the Chief Executive Officer, should have the same target as a percentage of salary for 2010 to balance competitiveness of compensation with teamwork and relative contributions to Newmont’s success. These target values are expressed as a percentage of base salary as follows:
 
2010 Target Long-Term Equity Incentives
 
         
Name
  % of Base Salary
 
Richard O’Brien
    465 %
Russell Ball
    270 %
Randy Engel
    270 %
Brian Hill
    270 %
Guy Lansdown
    270 %
 
Determination of Awards. Equity awards are granted by the Board of Directors, based upon the recommendation of the Compensation Committee. In addition to the targets discussed above, the Compensation Committee is responsible for determining who should receive awards, when the awards should be made, the exercise price/purchase price per share and the number of shares to be granted for each award, in accordance with Newmont’s policy with Respect to the Granting of Equity Compensation (as described below). The Compensation Committee considers grants of long-term incentive awards to the Officers each fiscal year, usually at meetings scheduled shortly after the release of quarterly earnings, in which case, financial performance and potentially other material items have already been disclosed publicly, prior to the granting of any awards.
 
Criteria Considered in Determining the Amount of Equity-Based Compensation Awards. The Compensation Committee considers several factors in its determination as to the amount of equity awards to grant to our Officers, including market practice, projected business needs, the projected impact on stockholder dilution, and the associated compensation expense that will be included in our financial statements. Based on these

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considerations, the Compensation Committee has managed stockholder dilution well within the norms of our peers and stated guidelines from proxy advisory services and institutional investors. For 2010, Newmont’s net dilution (net annual use of shares as a percentage of shares outstanding) was 0.4%, well below the median of our peer group of 1.0%.
 
Equity Awards Granted in 2010. In 2009, the Compensation Committee conducted an in-depth analysis of the Company’s executive pay positioning with the assistance of its independent consultant, Cook & Co. The data indicated a significant gap in long-term incentive compensation versus our peer group. Based on these findings, the Compensation Committee designed a new long-term incentive equity vehicle for 2010 in an effort to bridge the gap to the targeted pay position and further align executive compensation to long-term Company and share price performance. This new program, Performance Leveraged Stock Units, rewards executives for absolute share price growth over the measurement period and for total shareholder return (“TSR”) performance relative to the TSR peer group.
 
Awards granted in 2010 were determined in accordance with the terms of each long-term incentive plan as approved by the Compensation Committee. In the case of stock options, the awards were also based upon each Officer’s individual performance.
 
Newmont’s Policy with Respect to the Granting of Equity Compensation. Equity awards are granted by the Board of Directors, based upon the recommendation of the Compensation Committee.
 
Financial Performance Stock.
 
Financial Performance Share Highlights
 
  •   Provides long-term focus on key operational and financial measures that drive Company success;
 
  •   Supports linearity in production, supporting stable and predictable long-term results;
 
  •   Performance basis is the weighted average of the Corporate Performance Bonus over three years;
 
  •   Performance is weighted 20% for 2008, 30% for 2009, 50% for 2010;
 
  •   Shares are set at the beginning of the performance period, so pay is “at-risk” to changes in share price over the performance period; and
 
  •   Weighted payout for 2010 was 126.7% of the target award.
 
The Financial Performance Stock Bonus is tied to overall Company performance in two ways:
 
  •   The target grant is set in number of shares, versus dollars, so that the Officer is “at-risk” to changes in share price over the performance period.
 
  •   Target shares are set by dividing the Officer’s eligible wages by the average Newmont share price for the month prior to the performance period.
 
  •   The number of shares granted at the end of the performance period is based upon the three year weighted average of the Corporate Performance Bonus metrics and can range from 0% to 200% of target.
 
For the 2010 Financial Performance Stock Bonus, the payout factor was 126.7%, calculated as shown below:
 
                         
          Corporate
    Weighted
 
          Performance Bonus
    Performance Factor
 
Year
  Weighting (A)     Result (B)     (AxB)  
 
2010
    50 %     124.3 %     62.2 %
2009
    30 %     129.6 %     38.9 %
2008
    20 %     128.1 %     25.6 %
Total Payout(1)
                    126.7 %
 
 
(1) Represents the sum of the “Weighted Performance Factor” for each year.


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2010 Financial Performance Stock Bonuses
 
On February 28, 2011, the Company awarded Financial Performance Stock Bonuses for 2010 performance in the following amounts:
 
                                                 
        2010 Target as a
  Stock Price Basis
          Number of Shares
    Eligible Earnings
  Percentage of
  used for Setting
  Target Shares (D)
      Granted March 1,
Name   (A)   Base Salary (B)   Target Shares (C)   = (AxB)/C   Payout Factor (E)   2011 (DxE)
 
Richard T. O’Brien
  $ 1,060,000       165 %   $ 50.18       32,742       126.7 %     41,467  
Russell Ball
  $ 565,000       90 %   $ 50.18       10,134       126.7 %     12,834  
Randy Engel
  $ 545,000       90 %   $ 50.18       9,775       126.7 %     12,379  
Brian Hill
  $ 605,000       90 %   $ 50.18       10,851       126.7 %     13,742  
Guy Lansdown
  $ 605,000       90 %   $ 50.18       10,851       126.7 %     13,742  
 
One third of the Financial Performance Stock Bonus was paid in common shares on the date of actual grant (February 28, 2011) and two-thirds of the Financial Performance Stock Bonus will be paid in restricted stock units that vest in equal annual increments on the second and third anniversaries from the date of grant (February 28, 2012 and 2013).
 
The Company accrues cash dividend equivalents on restricted stock units and pays them upon vesting when common stock is issued.
 
Stock Option Awards.
 
Stock Option Highlights
 
  •   Directly align executive Officers and stockholder interests;
 
  •   Performance-based, at-risk incentive as the executive does not receive any benefit unless the stock price rises after the date of grant;
 
  •   Further performance-based as the award size is also subject to the Officer’s performance;
 
  •   Exercise price is equal to the fair market value on the date of grant;
 
  •   Awards are only granted at predetermined Compensation Committee meeting dates; and
 
  •   Awards vest over three years, sale of shares after exercise is subject to each executive meeting Newmont’s stock ownership requirements.
 
The stock option vehicle rewards executives for growth in the value of Company stock over the long-term. This is the high-risk, high-return component of the executive total compensation program because stock options deliver value to an executive only if the share price is above the grant price after the date of vesting. Therefore, stock price volatility will have a greater impact on total compensation results delivered from stock options as compared to restricted stock units.
 
Each Officer has a target percent of base salary to be awarded in options. The Compensation Committee has discretion to grant above or below the target, with management’s recommendation that individuals with high personal performance should receive a grant above target. In April 2010, all of the Officers received at least the targeted amount of stock options, as well as additional options in recognition of high personal performance during 2009. The Compensation Committee makes recommendations regarding the amount of option grants, and such recommendations are ratified by the full Board. The 2010 option grants were based upon the Compensation Committee’s subjective evaluation of each Officer’s performance as measured against 2009 Strategic Objectives. In this context, the Compensation Committee considered the following key accomplishments of each Officer, in each case concluding that the Officer had successfully achieved and often exceeded the stated Strategic Objectives:


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  •   Richard O’Brien: improved company work environment to allow retention and attraction of high performing employees; delivered on Company business plans in a safe en environmentally and socially responsible manner; successfully implemented strategic business plans related to the Boddington mine in Australia; refined the Company’s overall strategic plans; implemented plans to achieve operational efficiency and improved the Company’s financial strength and flexibility through successful capital markets transactions.
 
  •   Russell Ball: successfully completed the capital effectiveness program; exceeded goal to provide additional liquidity for improved financial strength and flexibility through a two billion dollar debt offering and a $1.3 billion equity issuance; successfully completed integrations for supply chain, information technology, accounting and tax functions; and led an operating review for improved efficiencies.
 
  •   Randy Engel: led the successful closing of a number of transactions, including the acquisition of the outstanding ownership interest in the Boddington project; identified other growth opportunities; implemented improved process for earnings communications and other investor engagements; and led the re-engineering project for the planning function.
 
  •   Brian Hill: deployed the business excellence program resulting in $140 million of cost reductions and operational improvements; established Management Operating System designed to drive organizational efficiency; launched Newmont’s safety journey; improved leadership bench strength; and delivered solid operating results.
 
  •   Guy Lansdown: successfully executed key development and exploration projects including the Boddington project in Australia and the Conga project in Peru; exceeded the number of planned due diligence reviews; completed projects that are expected to result in overachieving on the non-reserve mineralization and reserve growth targets; reinstituted innovation and research and development to advance Newmont’s operating practices.
 
To determine the exact number of options to grant, the Company divides the percentage of base salary for the grant by the Black Scholes value on the date of grant, which was $20.01 for 2010.
 
The stock option exercise price granted by Newmont (i.e. not an option assumed or granted in relation to an acquisition) is the average of the high and low sales share price on the date of grant.
 
2010 Stock Option Awards
 
                                         
                      Black-Scholes per
       
    2010 Target as a
          Modified Target
    Share used to
       
    Percentage of
    Target Dollar Value
    Based on
    Determine Options
    Stock Options
 
Name   Eligible Wages(1)     of Option Grant     Performance (A)     Granted (B)     Granted (A/B)  
 
Richard O’Brien
    135 %   $ 1,383,750     $ 1,600,000     $ 20.01       79,960  
Russell Ball
    110 %   $ 599,133     $ 700,000     $ 20.01       34,983  
Randy Engel
    110 %   $ 535,608     $ 700,000     $ 20.01       34,983  
Brian Hill
    110 %   $ 706,327     $ 750,000     $ 20.01       37,481  
Guy Lansdown
    110 %   $ 631,400     $ 750,000     $ 20.01       37,481  
 
 
(1) For awards related to 2009 performance, the 2009 percent weighting was used. For awards granted for 2010 performance, the weighting is 165% for the CEO and 90% for other Officers.
 
The numbers and grant date fair values of stock options granted to the Officers in 2010 are shown in the 2010 Grants of Plan-Based Awards Table. The awards for 2010 performance were not yet determined as of the filing of this Proxy Statement.


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2010 Performance Leveraged Stock Units (PSUs).
 
PSU Compensation Highlights
 
  •   Long-term pay-for-performance vehicle based on:
 
  •   Newmont’s share price performance versus peers; and
 
  •   Absolute share price growth over the performance period.
 
  •   Contains a baseline to support retention and succession planning in down commodity cycles;
 
  •   Performance Period is three years; and
 
  •   2010 performance resulted in a weighted payout of 174.7% of target.
 
The Performance Leveraged Stock Units (“PSUs”) align Officer compensation to long-term Company and stock price performance. The number of PSUs earned is determined at the end of a three-year performance period based upon the change in Newmont’s stock price and the relative performance of Newmont’s stock price versus the peer group. Payment for the PSU program can range from 50% to 200% in total, as detailed below.
 
Determining PSU Awards. The calculation of the PSU awards is based on the Target Stock Bonus, Market Payout Factor and the TSR Payout Factor:
 
PSU Award = Target Stock Bonus x (Market Payout Factor + TSR Payout Factor)
 
• Target Stock Bonus. The target stock bonus for each Officer is calculated by multiplying the Officer’s base salary by their target PSU award percentage. This value is then divided by the average daily closing price for the fourth quarter prior to the performance period (the “baseline”).
 
Target Stock Bonus = (base salary x target %) / baseline
 
• Market Payout Factor (“MPF”). The MPF is based on the absolute stock price change versus the baseline over the three year performance period. The baseline is compared to the average daily closing price of the last quarter of the performance period to determine the overall stock price change.
 
The payment for the MPF can range from a minimum of 50% to a cap of 150% of target based on the absolute stock price performance during the performance period. A minimum award of 50% of target is provided for retention, succession and competitive pay purposes. The minimum award is also provided in recognition that significant stock price declines may be related to changes in commodities prices which are outside of the Company’s control. Conversely, Officers can earn up to 150% of target to incent performance. The award is capped at 150% in recognition that significant stock price appreciation may be related to changes in commodities prices. This range of payment is believed to strike an appropriate balance between retention, incentive and mitigation of excessive risk. The performance range is displayed in the graph below.
 
(PERFORMANCE GRAPH)
 
• TSR Payout Factor (“TPF”). The TPF is based on the relative Total Shareholder Return (“TSR”) of Newmont over the three- year performance period versus the TSR of an index of gold mining peer companies. The stock prices used in the TPF calculation are based on the same approach as noted for the MPF, however the calculation also adjusts for dividends paid during the period.


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The payment for the TPF can range from 0 to 50% of target based on Newmont’s relative share price performance. Newmont’s stock price must reach at least threshold performance for Officers to receive any level of payment. Threshold performance under the TPF is defined as the median (50th percentile) TSR of the peer group index. Upon exceeding the peer group median TSR, each percent increase above the median TSR corresponds to a payment equal to 2% of target, up to a maximum of 50%. This 2% multiplier is used to incent over-achievement yet make the maximum award realizable without incenting excessive risk taking. For example, if Newmont’s TSR percentile ranking reaches the 60th percentile (10% above the median), the resulting payment would be 20% of target (10% above the median X 2% multiplier).
 
(PERFORMANCE GRAPH)
 
In sum, the maximum PSU payout of 200% of the target PSUs would be awarded if the Company’s stock price at the end of the performance period equals 150% of the baseline and if the Company’s TSR reaches the 75th percentile of the peer group. If the Company’s TSR is at or below the median of the peer group, there will be no payout of PSUs for the TPF (TSR) metric.
 
Implementation of PSUs in 2010. In addition to the three-year PSU target set in 2010 which will result in payouts in 2013, in 2010 the Company set one-time target PSU awards for each participant equal to the value of the 2010 target award. The Compensation Committee implemented initial one- and two-year periods (“feather-in awards”; award values were weighted at one-third and two-thirds of the three-year values) to provide a transition into the new long-term program, allowing executives the opportunity to earn PSUs prior to early 2013, which is the payout date of the first full three-year PSU performance period.
 
PSU Peer Group. The companies in the TSR peer group are listed below, and may be altered from time to time due to mergers, acquisitions or at the discretion of the Compensation Committee:
 
     
Agnico Eagle Mines Ltd
  Gold Fields Ltd
Anglogold Ltd
  Harmony Gold Mining Co Ltd
Barrick Gold Corp
  Kinross Gold Corp
Compania De Minas Buenaventura SA
  Newcrest Mining Ltd
Freeport-McMoran Copper and Gold Inc
  Yamana Gold Inc
Goldcorp Inc
   
 
The TSR peer group varies from the total compensation peer group because the TSR peer group is comprised of only companies with large gold mining operations and irrespective of comparable company size. The Compensation Committee determined that a relative TSR peer group should focus on gold operations entities, as those are the Company’s direct competitors for investors. The total compensation peer group includes companies without gold operations, but those entities are more similar in revenue, net income, total assets, market capitalization and number of employees. The Compensation Committee determined that the total compensation peer group is a superior peer group for total compensation, rather than the TSR peer group, because the entities in the total compensation peer group are the Company’s competitors for employees and whose business operations are of a relatively comparable size.


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PSU results for 2010. The Company experienced solid stock price growth and stock price growth versus its peer group in 2010. With respect to the PSU components, Newmont’s stock price increase (“MPF”) was 25.31% or 125.31% of the baseline. Newmont’s relative TSR versus peers (“TPF”) ended the year at the 75th percentile. This stock price performance resulted in an overall PSU payout for 2010 of 174.7%. The chart below shows the payments for each Officer, based on the results of the PSU award for 2010.
 
                                                         
            Average
  2010 Target “Feather-
           
    2010 Eligible
  Target
  Closing Price
  in” Stock Award (D)*
  2010 Price
  2010 Relative
  Resulting PSU Award =
Name
  Earnings (A)   % (B)   for Q4 2009 (C)   = ((A x B)/C)/3   Appreciation (E)   TSR Ranking (F)   D x (E + (F-50)x2)
 
Richard T. O’Brien
  $ 1,060,000       155 %   $ 48.66       11,255       125 %     74.7 %     19,663  
Russell Ball
  $ 565,000       90 %   $ 48.66       3,483       125 %     74.7 %     6,085  
Randy Engel
  $ 545,000       90 %   $ 48.66       3,360       125 %     74.7 %     5,870  
Brian Hill
  $ 605,000       90 %   $ 48.66       3,730       125 %     74.7 %     6,516  
Guy Lansdown
  $ 605,000       90 %   $ 48.66       3,730       125 %     74.7 %     6,516  
 
 
* The amounts listed represent the one-year “feather-in award” which equates to one-third of the full value, as described above.
 
Summary of Compensation Earned in 2010.
 
The following table summarizes the Total Direct Compensation (base salary + annual bonus awards + long-term incentives) as described in the sections above for 2010. The table is not intended to supersede the Summary Compensation Table, but provides a condensed summary of actual Total Direct Compensation awarded to the Officers for their performance in 2010.
 
                                                                                                                 
          Corporate Performance Bonus     Strategic Objectives Bonus                                                        
                2010
          2010
    Financial Performance Stock(1)                 Performance Leveraged Stock Units(3)           Actual Total
       
                Corporate
    Percent of
    Strategic
          Financial
    Stock Options(2)     PSU
          2010 Total
    Direct
       
    2010 Base
    Performance
    Performance
    Target
    Objectives
    Performance
    Performance
    Percent of
          Performance
          Direct
    Compensation
    Newmont
 
Name
  Salary     Result     Bonus     Award     Bonus     Result     Stock     Target Awarded     Stock Options     Result     PSUs     Compensation     versus Target     2010 TSR  
 
                                                                                                                 
Richard T. O’Brien
  $ 1,060,000       124.3 %   $ 988,185       98.0 %   $ 779,100       126.7 %   $ 2,268,867       Target     $ 1,643,000       174.7 %   $ 1,075,861     $ 7,815,013       121 %        
                                                                                                                 
Russell Ball
  $ 565,000       124.3 %   $ 298,475       124.9 %   $ 300,000       126.7 %   $ 702,212       Target     $ 508,500       174.7 %   $ 332,941     $ 2,707,128       121 %        
                                                                                                                 
Randy Engel
  $ 545,000       124.3 %   $ 287,910       129.5 %   $ 300,000       126.7 %   $ 677,317       Target     $ 490,500       174.7 %   $ 321,177     $ 2,621,904       122 %     26
                                                                                                                 
Brian Hill
  $ 605,000       124.3 %   $ 319,606       136.1 %   $ 325,000       126.7 %   $ 751,894       Target     $ 544,500       174.7 %   $ 356,523     $ 2,902,523       121 %        
                                                                                                                 
Guy Lansdown
  $ 605,000       124.3 %   $ 319,606       116.7 %   $ 300,000       126.7 %   $ 751,894       Target     $ 544,500       174.7 %   $ 356,523     $ 2,877,523       120 %        
 
 
(1) Value displayed is based on the estimated value on grant date by multiplying the Company’s average opening and closing share price as of February 28, 2011 by the number of shares awarded as described in the CD&A.
 
(2) Value displayed is target value of stock options; the stock option award for 2010 performance was not determined as of the filing of the Proxy Statement.
 
(3) Value displayed is based on the estimated value on grant date by multiplying the Company’s average opening and closing share price as of February 28, 2011 by the number of shares awarded as described in the CD&A.
 
(4) Target Direct Compensation is adjusted to recognize the first year PSU award represents one-third of the standard PSU value.
 
Post-Employment Compensation.
 
In order to alleviate concerns that may arise in the event of an employee’s separation from service with us and enable employees to focus on Company duties while employed by us, the Company has a package of post-employment compensation plans and policies in place that include Company funded benefits as well as employee-contribution benefits. Our post-employment compensation plans and policies provide for broad range of post-employment benefits to our employees, including Officers, and create strong incentives for employees to remain with the Company. The Company’s decisions regarding post-employment compensation take into account the industry sector and general business comparisons to ensure post-employment compensation is aligned with the broader market.
 
Retirement. On a regular basis, usually every three years, the Company reviews its retirement benefits. The purpose of the review is to assess the level of replacement income that the Company’s retirement plans provide for a full career Newmont employee. The Company attempts to maintain a competitive suite of retirement benefits that accomplishes income replacement post retirement. The level of income replacement varies depending on the income level of the employee. Those employees at lower-income levels enjoy much higher levels of income replacement with the Company retirement benefits package, compared to higher-income level employees. The


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benefits included in the analysis are the pension plan, pension equalization plan, 401(k) matching contribution and social security benefits. The Company retirement benefits are important hiring and retention tools for all levels of employees within the Company.
 
The Company offers two 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)). Both of these plans are available to a broad range of Company employees, generally including all salaried U.S. based 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 highly-compensated employees who are subject to the Internal Revenue Code limitations in the qualified plans. The two equalization plans are in place to give employees the full benefit intended under the qualified plans by making them whole for benefits otherwise lost as a result of Internal Revenue Code annual compensation limits.
 
See the Pension 2010 Benefits Table and 2010 Non-Qualified Deferred Compensation Table for a description of benefits payable to the Officers under the Pension Plan, Pension Equalization Plan and the Savings Equalization Plan.
 
Change of Control. The Company recognizes that the potential for a change of control can create uncertainty for its employees that may result in loss or distraction of executives during a critical period. As a result, the Company adopted the Executive Change of Control Plan of Newmont (“Change of Control Plan”) to retain executives and their critical capabilities to enhance and protect the best interests of the Company and its stockholders during an actual or threatened change of control. When the Company adopted the original Change of Control Plan in 1998, the Compensation Committee at the time determined that the level of benefits in the plan were competitive within the mining industry. The levels of benefits provided in the Change of Control Plan are intended to motivate and retain key executives during an actual or threatened change of control.
 
In the event of a Change of Control, as defined in the Plan, and a qualifying termination of employment, the Officers receive three times annual pay and other benefits. See the Potential Payments Upon Termination or Change of Control section for potential amounts payable to the Officers under the Change of Control Plan. These benefits, paid upon termination of employment following a change of control on what is sometimes referred to as a “double-trigger” basis, provide incentive for executives to remain employed to complete the transaction and provide compensation for any loss of employment thereafter.
 
The Company’s 2005 Stock Incentive Plan generally provides for vesting of unvested restricted stock and stock options upon a change of control of the Company. This provision does not apply to Performance Leveraged Stock Units or Mr. O’Brien’s October 31, 2008 grant of restricted stock units and stock options. The cash bonus plan provides for payment of pro-rated target Corporate Performance Bonuses and Strategic Objectives Bonuses upon a change of control. These single trigger events upon a change of control of the Company provide immediate compensation to executives in the forms of cash (Corporate Performance Bonus/Strategic Objectives Bonus) and vesting of outstanding equity (Financial Performance Shares/options). In the case of cash bonuses, the amounts represent a pro-rated target amount commensurate with the portion of the year that the Officer worked prior to the change of control. In the case of equity, the outstanding equity represents equity that the Officer already earned, but was not yet vested (Financial Performance Shares/options). These benefits, paid on what is sometimes referred to as a “single-trigger” basis, align compensation directly with stockholder interests at the time of acquisition to complete the transaction on favorable terms and recognize the decreased probability that the executives will retain the ability to impact share price after the change of control.
 
Severance. The Severance Plan of Newmont (“Severance Plan”) provides a certain number of weeks of salary and pro-rated annual cash bonus (at target levels) to U.S. domestic salaried employees of the Company following involuntary termination. Officers O’Brien, Ball, Hill, Engel, and Lansdown are all salaried employees of the Company and thus eligible to participate in the Severance Plan. The purpose of the Severance Plan is to provide basic income and benefit replacement for a period of weeks following employment termination, where termination is not due to an employee’s poor performance or misconduct. The Severance Plan allows the terminated employee time and resources to seek future employment.


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See the Potential Payments Upon Termination or Change of Control section for potential amounts payable to the Officers under the Severance Plan.
 
Officer’s Death Benefit. The Company maintains group life insurance for the benefit of all salaried employees of the Company. In addition, for highly-compensated executives, including the Officers, the Company provides a supplemental Officer Death Benefit Plan. The purpose of the Officer Death Benefit Plan is to provide benefits to Officers of the Company beyond the maximum established in the Company’s group life insurance, as appropriate to their higher income levels.
 
See the Potential Payments Upon Termination or Change of Control section for potential amounts payable to the Officers under the Officer Death Benefit Plan.
 
Executive Agreements.
 
All of the Officers are at-will employees of the Company, without employment agreements.
 
Other Policies and Considerations.
 
Executive Compensation Risk Assessment.
 
We believe that 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. Through a thoughtful balance of performance vehicles, such as performance-based equity denominated in restricted stock units, there is a meaningful level of performance incentives without excessive leverage. Additionally, through discussions with the Company’s Chief Executive Officer and Chief Financial Officer, as well as reviewing planning projections, the Compensation Committee gains valuable insight regarding the reasonable range of future performance expectations, which is considered in determining the funding structures of incentive plans.
 
Beyond prudent plan design and compensation policies, in 2009, the Compensation Committee conducted a comprehensive risk assessment of the Company’s executive compensation program. The Company has a global Enterprise Risk Management (“ERM”) team, led by the Company’s Vice President and Treasurer. One of the ERM team’s objectives is to conduct the compensation risk assessment and report on the process and findings to the Compensation Committee and the Audit Committee, as well as the full Board of Directors. In 2009, the ERM team reviewed the executive compensation program, identified risk factors in compensation plans that may lead to excessive risk taking (meaning risks that are reasonably likely to have a material adverse effect on the Company) by executives, made an initial assessment as to whether the Company’s compensation program includes risk factors that may lead to excessive risk taking, and assessed the design features in the compensation program that moderate the potential for excessive risk-taking in the short and long-term.
 
In November 2009, the team reported to the Compensation Committee that the current analysis of the Company’s compensation program did not uncover risk factors that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee agreed with the conclusions of the risk assessment. This analysis was revalidated in 2010 upon review of the ERM team. The risk assessment of the compensation program will be an ongoing process for the ERM team.
 
Accelerated Vesting of Stock Awards.
 
Change of Control. A change of control will have certain immediate effects on stock awards granted to Officers. Immediately prior to a change of control, among other things:
 
  •   Financial Performance Stock Bonuses: all restrictions applicable to outstanding Financial Performance Stock Bonuses will lapse;
 
  •   Stock Options: all outstanding options will become fully exercisable and those options will remain exercisable until at least the first anniversary of any termination of the holder’s employment or service within one year after the change of control, subject to any earlier expiration date of those options; and


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  •   PSUs: PSU performance will be measured using the change of control price of the Company stock. The pro-rata percentage of the actual payout of PSUs correlating to the period of time that elapsed prior to the change of control shall be granted in common stock. For the remainder of the actual PSUs correlating to the performance period that did not elapse prior to the change of control, the Company will issue restricted stock units that will vest at the end of the performance period. In the event that the acquiring company will not issue equity, the acquiring company may issue cash equivalent awards.
 
The restricted stock and stock option awards to Richard O’Brien on October 31, 2008 do not vest upon a change of control, but do vest upon any involuntary termination of employment, excluding termination for cause as defined in the Executive Change of Control Plan.
 
Death/Long-Term Disability/Retirement/Severance.
 
  •   Financial Performance Stock Bonus: Termination of employment due to death, long-term disability or retirement under the Pension Plan (entitling the executive to immediate pension benefits) or severance (following approval by the Executive Vice President of Human Resources and execution of a release) triggers the immediate vesting of all Financial Performance Stock Bonuses granted to the executive.
 
  •   Stock Options: In the event of employment termination due to death, severance (after execution of release) or long-term disability, a pro-rata portion of the executive’s stock options (such pro-rata portion is based on days of service from the date of grant until the date of termination of employment in relation to the full vesting period) will immediately vest and all previously vested and accelerated vested options will be exercisable for a period beyond termination. If an executive retires and is entitled to an immediate pension under the Pension Plan, the executive’s unvested stock options will vest and all previously vested and accelerated vested options will remain exercisable beyond termination for a certain period. Despite the extension of time to exercise options after termination in the event of death, long-term disability, retirement or severance, no option remains exercisable beyond 10 years from the date of grant.
 
  •   PSUs: In the event of death or disability during the performance period, payout is pro-rated at target and common stock is issued as soon as practicable. In the event of severance during the first year of the performance period, all PSUs are forfeited. In the event of severance after the first year of the performance period, payout is pro-rated at the lesser of target or actual performance and paid at the end of the performance period. In the event of retirement under the Pension Plan (entitling the executive to immediate pension benefits), the Company will issue a pro-rata award at the end of the performance period based upon actual performance.
 
The restricted stock and option awards to Mr. O’Brien on October 31, 2008 vest on a pro-rated basis upon the death or disability of Mr. O’Brien.
 
Granting Stock Options. The Company, at the direction of the Compensation Committee, has examined its policies and procedures relating to the grant of stock options. The Company:
 
  •   does not have a program, plan or practice to time stock option grants to its executives in coordination with the release of material nonpublic information;
 
  •   does not set the date of its stock option grants to newly-hired executives in coordination with the release of material nonpublic information;
 
  •   does not plan to time, nor has it timed, the release of material nonpublic information for the purpose of affecting the value of executive compensation; and
 
  •   does not have a program, plan or practice related to setting stock option prices based on the value of the Company’s stock on a date other than the stock option’s actual grant date.
 
The Company has a written policy governing the grant of stock options. The policy applies equally to grants of stock options to executives and other employees. The policy provides, among other things, that:
 
  •   the Company will not time release of material nonpublic information for the purpose of affecting the value of executive compensation;


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  •   stock options will be granted only by the Board of Directors or the Compensation Committee designated under the applicable stock plan, and authority to grant options will not be delegated to management;
 
  •   stock options will be priced at fair market value on the day of the grant (as defined in the Company’s stock plan); and,
 
  •   stock options will generally be granted annually, at least three days after announcement of financial and operations results for the first quarter of the year. In deviating from this policy, the Compensation Committee may consider all relevant facts and circumstances, including the desirability of granting options for new employees or granting stock options at meetings held at other times of the year.
 
The Company’s 2005 Stock Incentive Plan defines fair market value of the stock as the average of the high and low sales price on the date of the grant. The Company selected, and the Compensation Committee approved, this formula to mitigate the effect of the volatility of the Company’s stock price, often a direct result of day-to-day changes in the gold price and not factors related to Company performance. The formula does not increase the likelihood that recipients will be granted in-the-money stock options.
 
Stock Ownership Guidelines. The Company’s stock ownership guidelines require that all employees designated as “executives” for purposes of this policy (approximately 85 individuals) own shares of the Company’s stock, the value of which is a multiple of base salary. For the Officers, the stock ownership guidelines are as follows:
 
Stock Ownership Guidelines
 
         
    Multiple of
Name
  Base Salary
 
Richard O’Brien
    5  
Russell Ball
    2  
Randy Engel
    2  
Brian Hill
    2  
Guy Lansdown
    2  
 
Stock ownership guidelines were put in place to increase the alignment of interests between executives and stockholders by encouraging executives to act as equity owners of the Company. The Compensation Committee sets the ownership guidelines by considering the size of stock awards. Based upon the historic conservative levels of stock awards to Company executives, the Compensation Committee sets the ownership guidelines at corresponding levels. Unvested shares of restricted stock, restricted stock units and shares held in retirement accounts are considered owned for purposes of the guidelines. The Compensation Committee reviews compliance with the guidelines annually. Executives who are new to their positions have three years to comply with the guidelines. All of the executives identified above are in compliance with the stock ownership guidelines.
 
Restrictions on Trading Stock. The Company has adopted a stock trading policy for its employees, including the Officers. The policy 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-clearance of trades in Company securities for its Officers, and prohibits buying shares on margin or using shares as collateral for loans.
 
Perquisites. The Company’s philosophy is to provide a minimum of personal-use perquisites to its executives. The Company seeks to provide perquisites that involve a significant business purpose. In 2010, such business related perquisites for the Officers were: (a) country club membership for the President and Chief Executive Officer, Richard O’Brien; and (b) personal use of administrative assistant services for Richard O’Brien.
 
Richard O’Brien uses the country club for substantial business purposes, including business entertainment, meetings and dinners. In recognition of the fact that some portion of the membership is used for personal purposes, the entire amount reimbursed is considered a perquisite, is fully taxable to Richard O’Brien, not grossed up, and reported in the All Other Compensation column of the Summary Compensation Table.


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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 its Chief Executive Officer and three other most highly compensated officers (excluding the chief financial officer) whose compensation must be included in this proxy statement because they are the most highly compensated executive officers. There are exceptions to the $1,000,000 limitation for performance-based compensation meeting certain requirements. The Company has not adopted a formal policy requiring all compensation to meet the exception requirements under Section 162(m) and therefore not be subject to the $1,000,000 deductibility limitation. The Company has decided not to implement a formal policy so that the Company can maintain flexibility in compensating Officers in a manner designed to promote various corporate goals.
 
In 2010, Messrs. O’Brien, Engel, Hill and Lansdown earned amounts greater than $1,000,000, and a portion of their salaries, bonuses, stock awards, and other compensation items are not deductible by the Company. Stock option awards pursuant to stockholder approved plans are performance-based and are fully deductible, regardless of the $1,000,000 limit in Section 162(m). Corporate Performance Bonuses, Strategic Objectives Bonuses and Financial Performance Stock Bonuses do not meet the performance-based exception under Section 162(m) and are therefore subject to the $1,000,000 deduction limit. To date, the Company has deemed the additional tax benefits that it could receive from a Section 162(m) executive compensation plan as immaterial to the Company. However, the Company continually assesses the materiality of additional Section 162(m) tax benefits that it could receive from a Section 162(m) executive compensation plan as executive compensation evolves.
 


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Executive Compensation Tables
 
2010 Summary Compensation Table
 
                                                                         
                            Change in
       
                            Pension
       
                        Non-Equity
  Value and
       
                        Incentive
  Non-Qualified
       
                        Plan
  Deferred
  All Other
   
                Stock
  Option
  Compen-
  Compensation
  Compen-
   
Name and
          Bonus(1)
  Awards(2)
  Awards(3)
  sation(4)
  Earnings(5)
  sation(6)
  Total
Principal Position
  Year   Salary ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)
 
Richard T. O’Brien
    2010     $ 1,065,000 (7)   $ 779,100     $ 7,103,249 (8)   $ 1,600,000     $ 988,185     $ 905,919     $ 64,678     $ 12,506,131  
President and Chief
    2009     $ 1,025,000     $ 1,153,125     $ 1,529,919     $ 1,552,490     $ 996,300     $ 746,612     $ 64,474     $ 7,067,920  
Executive Officer
    2008     $ 1,000,000     $ 1,093,750     $ 3,430,179     $ 3,897,375     $ 800,625     $ 307,277     $ 88,023     $ 10,617,229  
                                                                         
Russell Ball
    2010     $ 565,000     $ 300,000     $ 2,505,291 (9)   $ 699,990     $ 298,475     $ 825,560     $ 37,261     $ 5,231,577  
Executive Vice
    2009     $ 544,667     $ 350,000     $ 441,359     $ 611,014     $ 300,002     $ 679,431     $ 29,996     $ 2,956,469  
President and Chief
    2008     $ 493,750     $ 225,796     $ 176,240     $ 324,750     $ 177,997     $ 245,444     $ 51,454     $ 1,695,431  
Financial Officer
                                                                       
                                                                         
Randy Engel
    2010     $ 545,000     $ 300,000     $ 2,340,681 (10)   $ 699,990     $ 287,910     $ 795,086     $ 35,248     $ 5,003,915  
Executive Vice President,
    2009     $ 486,917     $ 310,000     $ 383,657     $ 539,206     $ 268,194     $ 547,471     $ 28,919     $ 2,564,364  
Strategic Development
    2008     $ 426,250     $ 209,922     $ 138,411     $ 324,750     $ 153,663     $ 245,863     $ 48,773     $ 1,547,632  
                                                                         
Brian Hill
    2010     $ 605,000     $ 325,000     $ 2,766,402 (11)   $ 749,995     $ 319,606     $ 103,963     $ 140,979     $ 5,010,945  
Executive Vice President,
    2009     $ 625,660     $ 400,000     $ 407,627     $ 557,214     $ 344,580       —      $ 12,781     $ 2,347,862  
Operations
                                                                       
                                                                         
Guy Lansdown
    2010     $ 605,000     $ 300,000     $ 2,664,342 (12)   $ 749,995     $ 319,606     $ 876,471     $ 39,127     $ 5,554,541  
Executive Vice President,
    2009     $ 574,000     $ 365,000     $ 452,286     $ 635,654     $ 316,159     $ 665,057     $ 32,935     $ 3,041,091  
Development
    2008     $ 502,500     $ 247,474     $ 165,855     $ 324,750     $ 181,151     $ 231,695     $ 72,172     $ 1,725,597  
 
 
(1) Amounts shown represent the Strategic Objective Bonuses paid in cash.
(2) Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718. For the financial performance stock bonus, the grant date fair value is the number of shares granted multiplied by the fair market value on the date of grant. The Company’s 2005 Stock Incentive 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 financial performance stock bonus. The fair market values are $49.45 (February 2008), $43.19 (February 2009) and $49.64 (March 2010). Mr. O’Brien received an additional stock grant in October 2008 with a fair market value of $26.91 per share. See 2010 Outstanding Equity Awards at Fiscal Year-End Table for the number of shares granted in each award. In 2010, the Company added the Performance Leveraged Stock Unit bonus program, including a 3-year feather-in of the grants, as described in the CD&A. As a result, the stock awards for 2010, appear large due to the one-time feathering-in process for the Performance Leveraged Stock Unit bonus program. Pursuant to FASB 718, the aggregate grant date fair value of Performance Leveraged Stock Units is determined by a Monte Carlo simulation method, which determined a grant date fair value of $64.55 for the 2010 grant, $67.50 for the 2010-2011 grant and $70.25 for the 2010-2012 grant.
(3) Amounts shown represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, which is the number of options granted multiplied by the Black Scholes value. The Black Scholes values are $12.99 (April 2008), $12.88 (May 2009) and $20.01 (April 2010). Mr. O’Brien received an additional option grant in October 2008 with a Black Scholes value of $8.12 per share. See 2010 Outstanding Equity Awards at Fiscal Year-End Table for the number of options granted in each award.
(4) Amounts shown represent Corporate Performance Bonuses paid in cash.
(5) Amounts shown represent the increase in the actuarial present value under the Company’s qualified and non-qualified defined benefit pension plans. The change in pension value for the non-qualified pension plan increased significantly in 2010 due to the Pension Benefit Guaranty Corporation (“PBGC”) rate change, decrease in interest rates (both Pension Benefit Guaranty Corporation (“PBGC”) rates and FASB rates) as well as increase in pay. The non-qualified pension plan (Pension Equalization Plan “PEP”) present values are based on both the Financial Accounting Standards Board and PEP interest rates. The PEP interest rate is based upon the PBGC interest rate. At December 31, 2010 the PBGC lump sum interest rate was 2.25%, at December 31, 2009 the PBGC lump sum interest rate was 2.50% and at December 31, 2008 the PBGC lump sum rate is 4.75%. The PBGC rate change increased the present values of the PEP. At December 31, 2010 the FASB rate was 5.75%, at December 31, 2009 the FASB rate was 6.1% and at December 31, 2008 the FASB rate was 6.05%.
(6) Amounts shown are described in the All Other Compensation Table below.
(7) Amount includes $5,000 for salary correction from 2009, when Mr. O’Brien was underpaid $5,000 in salary due to administrative error.
(8) Figure includes target performance leveraged stock units of $4,617,725 calculated utilizing the Monte Carlo simulation method and values discussed in footnote 2 to the Summary Compensation Table. The maximum number of performance leveraged stock units are shown in the Grants of Plan Based Awards Table.
(9) Figure includes target performance leveraged stock units of $1,429,145 calculated utilizing the Monte Carlo simulation method and values discussed in footnote 2 to the Summary Compensation Table. The maximum number of performance leveraged stock units are shown in the Grants of Plan Based Awards Table.
(10) Figure includes target performance leveraged stock units of $1,378,608 calculated utilizing the Monte Carlo simulation method and values discussed in footnote 2 to the Summary Compensation Table. The maximum number of performance leveraged stock units are shown in the Grants of Plan Based Awards Table.

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(11) Figure includes target performance leveraged stock units of $1,530,217 calculated utilizing the Monte Carlo simulation method and values discussed in footnote 2 to the Summary Compensation Table. The maximum number of performance leveraged stock units are shown in the Grants of Plan Based Awards Table.
(12) Figure includes target performance leveraged stock units of $1,530,217 calculated utilizing the Monte Carlo simulation method and values discussed in footnote 2 to the Summary Compensation Table. The maximum number of performance leveraged stock units are shown in the Grants of Plan Based Awards Table.
 
Refer to the Compensation Discussion and Analysis section for a description of the components of compensation, along with a description of all material terms and conditions of each component. In 2010, salary and bonus payments accounted for 15% of Mr. O’Brien’s total compensation as reflected in the Summary Compensation Table. Salary and bonus accounted for 17%, 17%, 19% and 16% of Messrs. Ball’s, Engel’s, Hill’s and Lansdown’s total compensation, respectively, as reflected in the Summary Compensation Table.
 
2010 All Other Compensation Table
 
                                         
        Change in
           
    Company
  Value of
           
    Contributions
  Post-
      Relocation
   
    to Defined
  Retirement
      Reimbursement
   
    Contribution
  Medical
      and Tax Gross-
   
    Plans
  and Life
  Perquisites(1)
  Ups(2)
   
Name
  ($)   Insurance   ($)   ($)   Total ($)
 
Richard T. O’Brien
  $ 12,000     $ 41,731     $ 10,947 (3)     —      $ 64,678  
Russell Ball
  $ 12,000     $ 25,261       —        —      $ 37,261  
Randy Engel
  $ 12,000     $ 23,248       —        —      $ 35,248  
Brian Hill
  $ 12,000     $ 16,366       —      $ 112,613     $ 140,979  
Guy Lansdown
  $ 12,000     $ 27,127       —        —      $ 39,127  
 
 
(1) The Company provides a limited number of perquisites to its executive officers. See the Compensation Discussion and Analysis section for a description of perquisites.
(2) Amount includes $94,737.44 in paid time off payout for move from Australian employment to U.S. employment, $15,260 in salary adjustments not processed in 2009, $1,640.07 FICA tax gross up on the payments for move to U.S. payroll, $672 in moving costs and $303.04 in tax gross-ups on moving expenses, all in accordance with the Company’s standard relocation policies.
(3) Amount shown represents amounts paid for golf club membership ($5,035) and personal use of administrative assistant services ($5,912).


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2010 Grants of Plan-Based Awards Table
 
                                                                                                 
                                              All Other
    All Other
                   
                                              Stock
    Option
                Grant Date
 
    Estimated Possible Payouts
                      Awards
    Awards:
    Exercise
    Closing
    Fair Value
 
    Under
                      Number of
    Number of
    or Base
    Price
    of
 
    Non-Equity Incentive Plan
    Estimated Future Payouts Under
    Shares of
    Securities
    Price of
    on
    Stock and
 
    Awards(1)     Equity Incentive Plan Awards(2)     Stock or
    Underlying
    Option
    Grant
    Option
 
    Grant
    Threshold
    Target
    Maximum
    Threshold
    Target
    Maximum
    Units(3)
    Options(4)
    Awards(5)
    Date
    Awards(6)
 
Name
  Date     ($)     ($)     ($)     (#)     (#)     (#)     (#)     (#)     ($ /Sh)     ($ /Sh)     ($)  
 
Richard T. O’Brien
          $ 397,500     $ 795,000     $ 1,590,000                                                                  
2010 PSU
                                    5,627       11,254       22,508                                          
2010-2011 PSU
                                    11,253       22,509       45,018                                          
2010-2012PSU
                                    16,882       33,764       67,528                                          
FPS
    3/1/2010                                                       50,071                             $ 2,485,524  
Options
    4/29/2010                                                               79,960     $ 55.675     $ 55.80     $ 1,600,000  
Russell Ball
          $ 120,063     $ 240,125       $480,250                                                                  
2010 PSU
                                    1,742       3,483       6,966                                          
2010-2011 PSU
                                    3,483       6,966       13,932                                          
2010-2012 PSU
                                    5,225       10,450       20,900                                          
FPS
    3/1/2010                                                       21,679                             $ 1,076,146  
Options
    4/29/2010                                                               34,982     $ 55.675     $ 55.80     $ 699,990  
Randy Engel
          $ 115,813     $ 231,625       $463,250                                                                  
2010 PSU
                                    1,680       3,360       6,720                                          
2010-2011 PSU
                                    3,360       6,720       13,440                                          
2010-2012 PSU
                                    5,040       10,080       20,160                                          
FPS
    3/1/2010                                                       19,381                             $ 962,073  
Options
    4/29/2010                                                               34,982     $ 55.675     $ 55.80     $ 699,990  
Brian Hill
          $ 128,563     $ 257,125       $514,250                                                                  
2010 PSU
                                    1,865       3,729       7,458                                          
2010-2011 PSU
                                    3,730       7,459       14,918                                          
2010-2012 PSU
                                    5,595       11,189       22,378                                          
FPS
    3/1/2010                                                       24,903                             $ 1,236,185  
Options
    4/29/2010                                                               37,481     $ 55.675     $ 55.80     $ 749,995  
Guy Lansdown
          $ 128,563     $ 257,125       $514,250                                                                  
2010 PSU
                                    1,865       3,729       7,458                                          
2010-2011 PSU
                                    3,730       7,459       14,918                                          
2010-2012 PSU
                                    5,595       11,189       22,378                                          
FPS
    3/1/2010                                                       22,847                             $ 1,134,125  
Options
    4/29/2010                                                               37,481     $ 55.675     $ 55.80     $ 749,995  
 
 
(1) Amounts shown represent threshold, target and maximum amounts for 2010 Corporate Performance Bonuses. The Compensation Committee established the target for corporate metrics on April 28, 2010. Payments of Corporate Performance Bonuses for 2010 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 Bonuses.
(2) Amounts shown represent the threshold, target and maximum number of shares of the Performance Leveraged Share Unit Bonuses potentially awardable for all three awards in 2010, which represent the one-time feather- in process for the new Performance Leveraged Stock Unit Bonus. Refer to the Compensation Discussion and Analysis for a description of the terms of and criteria for making these awards, the feather-in process and the payouts for the 2010 performance year on March 1, 2011.
(3) Refer to the Compensation Discussion and Analysis section on Financial Performance Stock Bonus for a description of the terms of and criteria for making these awards.
(4) Refer to the Compensation Discussion and Analysis for a description of the terms of and criteria for making these awards.
(5) Exercise or base price is determined by the average of the high and low sales price of Common Stock on the New York Stock Exchange on grant date, as reported by Bloomberg Professional, the independent commercial reporting service selected by the Compensation Committee.
(6) Amounts shown represent Financial Performance Stock Bonuses awarded on March 1, 2010 for 2009 performance and stock option awards made on April 29, 2010. For Financial Performance Stock Bonuses, fair value is calculated using the average of the high and low stock price on the date of grant of $49.64. For stock options, fair value is calculated using the Black Scholes value on the grant date of $20.01.


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2010 Outstanding Equity Awards at Fiscal Year-End Table
 
                                                                         
    Option Awards     Stock Awards  
                                                    Equity
 
                                              Equity
    Incentive
 
                                              Incentive
    Plan Awards:
 
                                              Plan Awards:
    Market or
 
                                        Market
    Number of
    Payout Value
 
    Number of
                            Number of
    Value of
    Unearned
    of Unearned
 
    Securities
    Number of
                      Shares or
    Shares or
    Shares,
    Shares, Units
 
    Underlying
    Securities
                      Units of
    Units of
    Units or
    or Other
 
    Unexercised
    Underlying
    Option
                Stock That
    Stock that
    other Rights
    Rights that
 
    Options(1)
    Unexercised
    Exercise
    Option
    Option
    Have
    Have Not
    that Have
    Have Not
 
    (#)     Options(2)(#)     Price
    Grant
    Expiration
    Not Vested
    Vested
    Not Vested
    Vested
 
Name
  Exercisable     Unexercisable     ($)     Date     Date     (#)     ($)(3)     (#)(12)     ($)(13)  
 
Richard T.O’Brien
    20,000             $ 45.16       10/26/05       10/26/15                                  
      45,000             $ 57.71       4/26/06       4/26/16                                  
      65,000             $ 42.06       4/30/07       4/30/17                                  
      74,998       37,502 (4)   $ 44.49       4/28/08       4/28/18                                  
              300,000 (5)   $ 26.91       10/31/08       10/31/18                                  
      40,178       80,357 (6)   $ 39.95       5/4/09       5/4/19                                  
              79,960 (7)   $ 55.675       4/29/10       4/29/20                                  
                                              4,984 (8)   $ 306,167                  
                                              100,000 (5)   $ 6,143,000                  
                                              11,808 (9)   $ 725,365                  
                                              33,381 (10)   $ 2,050,595                  
2010 PSU
                                                            22,508     $ 1,382,666  
2010-2011 PSU
                                                            45,018     $ 2,765,456  
2010-2012 PSU
                                                            67,528     $ 4,148,245  
                                                                         
Russell Ball
    7,500             $ 49.725       12/2/03       12/2/13                                  
      3,750             $ 40.43       4/27/04       4/27/14                                  
      6,250             $ 45.74       12/7/04       12/7/14                                  
      6,250             $ 45.16       10/26/05       10/26/15                                  
      15,000             $ 57.71       4/26/06       4/26/16                                  
      15,000             $ 42.06       4/30/07       4/30/17                                  
      16,666       8,334 (4)   $ 44.49       4/28/08       4/28/18                                  
      15,813       31,626 (6)   $ 39.95       5/4/09       5/4/19                                  
              34,982 (7)   $ 55.675       4/29/10       4/29/20                                  
                                              1,190 (8)   $ 73,102                  
                                              3,407 (9)   $ 209,292                  
                                              14,453 (10)   $ 887,848                  
2010 PSU
                                                            6,966     $ 427,921  
2010-2011 PSU
                                                            13,932     $ 855,843  
2010-2012 PSU
                                                            20,900     $ 1,283,887  
                                                                         
Randy Engel
    2,250             $ 49.725       12/2/03       12/2/13                                  
      3,750             $ 45.74       12/7/04       12/7/14                                  
      3,750             $ 45.16       10/26/05       10/26/15                                  
      8,500             $ 57.71       4/26/06       4/26/16                                  
      16,666       8,334 (4)   $ 44.49       4/28/08       4/28/18                                  
      13,954       27,909 (6)   $ 39.95       5/4/09       5/4/19                                  
              34,982 (7)   $ 55.675       4/29/10       4/29/20                                  
                                              935 (8)   $ 57,437                  
                                              2,961 (9)   $ 181,894                  
                                              12,921 (10)   $ 793,737                  
2010 PSU
                                                            6,720     $ 412,810  
2010-2011 PSU
                                                            13,440     $ 825,620  
2010-2012 PSU
                                                            20,160     $ 1,238,429  
                                                                         
Brian Hill
    13,332       6,668 (4)   $ 44.49       4/28/08       4/28/18                                  
      14,420       28,842 (6)   $ 39.95       5/4/09       5/4/19                                  
              37,481 (7)   $ 55.675       4/29/10       4/29/20                                  
                                              2,478 (11)   $ 152,224                  
                                              3,147 (9)   $ 193,320                  
                                              16,602 (10)   $ 1,019,861                  
2010 PSU
                                                            7,458     $ 458,145  
2010-2011 PSU
                                                            14,918     $ 916,413  
2010-2012 PSU
                                                            22,378     $ 1,374,681  
                                                                         
Guy Lansdown
    12,500             $ 57.71       4/26/06       4/26/16                                  
      20,000             $ 42.06       4/30/07       4/30/17                                  
      8,333       8,334 (4)   $ 44.49       4/28/08       4/28/18                                  
      16,450       32,902 (6)   $ 39.95       5/4/09       5/4/19                                  
              37,481 (7)   $ 55.675       4/29/10       4/29/20                                  
                                              1,120 (8)   $ 68,802                  
                                              3,491 (9)   $ 214,452                  
                                              15,232 (10)   $ 935,702                  
2010 PSU
                                                            7,458     $ 458,145  
2010-2011 PSU
                                                            14,918     $ 916,413  
2010-2012 PSU
                                                            22,378     $ 1,374,681  


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(1) Stock options are generally granted one time per year. Stock options were granted two times per year prior to 2006.
(2) Stock options vest at the rate of 331/3% per year, unless accelerated as explained in the Compensation Discussion and Analysis section.
(3) Assumes stock price of $61.43 the closing price on December 31, 2010.
(4) Vesting dates are April 28, 2011.
(5) Vesting date is October 31, 2013.
(6) Vesting dates are May 4, 2011 and 2012.
(7) Vesting dates are April 29, 2011, 2012 and 2113.
(8) Vesting date is February 25, 2011.
(9) Vesting date is February 23, 2011.
(10) Vesting dates are March 1, 2011 and 2012.
(11) Vesting date is October 31, 2011.
(12) Maximum number of Performance Leveraged Stock Units are shown for all three feather-in grants, which are described in the Compensation Discussion and Analysis. The maximum number represents twice the target number of units.
(13) Assumes stock price of $61.43, the closing price on December 31, 2010.
 
2010 Option Exercises and Stock Vested Table
 
                                 
    Option Awards   Stock Awards
    Number of Shares
  Value Realized
  Number of Shares
  Value Realized
    Acquired on Exercise
  on Exercise
  Acquired on Vesting
  on Vesting
Name
  (#)   ($)   (#)   ($)
 
Richard T. O’Brien
    —        —        47,418     $ 2,378,317  
Russell Ball
    10,000     $ 257,931       12,702     $ 615,239  
Randy Engel
    15,500     $ 268,613       10,976     $ 532,409  
Brian Hill
    —        —        13,925     $ 711,160  
Guy Lansdown
    —        —        13,032     $ 631,872  
 
2010 Pension Benefits Table(1)
 
                             
        Number
  Present
   
        of Years
  Value of
  Payments
        Credited
  Accumulated
  During Last
        Service
  Benefit
  Fiscal Year
Name
  Plan Name   (#)   ($)   ($)
 
Richard T. O’Brien
  Pension Plan     5.3     $ 172,848       —   
    Pension Equalization Plan     5.3     $ 2,120,674       —   
Russell Ball
  Pension Plan     16.6     $ 427,091       —   
    Pension Equalization Plan     16.6     $ 1,978,846       —   
Randy Engel
  Pension Plan     17     $ 429,549       —   
    Pension Equalization Plan     17     $ 1,479,547       —   
Brian Hill
  Pension Plan     1     $ 19,694       —   
    Pension Equalization Plan     1     $ 84,269       —   
Guy Lansdown
  Pension Plan     17.3     $ 438,634       —   
    Pension Equalization Plan     17.3     $ 1,960,619       —   
 
 
(1) All calculations in the 2010 Pension Benefits Table were calculated using target Corporate Performance Bonus for 2010, and 50% of maximum Strategic Objectives Bonus.
 
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 highly compensated employees.
 
Pension Plan. Messrs. O’Brien, Ball, Engel, Hill and Lansdown 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. For employees hired after January 1, 2007, the plan provides for post-retirement payments determined by a formula based upon years of service.
 
Final Average Pay Calculation. 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 benefits, or a participant may retire at age 55 with 10 years of service and collect reduced benefits immediately. If a Pension Plan participant terminates employment prior to age 55, but has a vested benefit by having acquired 5 years of service with the Company, the participant will begin to collect a benefit at age 62. If the participant terminates employment prior to age 55, but has 10 or more years of service with the Company, the participant may elect to


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collect a reduced benefit at age 55. If a participant attains the age of 48, has 10 years of service, and is terminated from employment within 3 years of a change of control, the participant is entitled to commence benefits. The Pension Plan utilizes the same definition of change of control as the Executive Change of Control Plan. 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 minus (−) 1.25% of the participant’s
primary social security benefit times (×) the participant’s years of credited service
 
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 pro-rated severance or change of control payment, if applicable. 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.
 
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
  Years of
   
Termination
  Service   Reduction
 
55
  At least 30   no reduction — payable upon termination
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 10   1/3 of 1% for each month by which the date of benefit commencement precedes age 62 (4% per year) payable upon termination
Under 55
  At least 10   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
 
         
    Years of
   
Age   Service   Reduction
 
48 at time of change of control
  At least 10   Lower reduction of 2% for each year by which termination precedes age 62, or applicable reduction above
 
Stable Value Calculation
 
For a participant in the stable value pension, benefits are determined as follows:
 
                 
Full Years of
       
Services Completed
  Percentage of Salary up
  Percent of Salary
by the end of the
  to and including Social
  Over the Social
Plan Year
  Security Wage Base   Security Wage Base
 
0-9
    13 %     21 %
10-19
    15 %     23 %
20+
    17 %     25 %
 
The stable value benefit, as of a given date, is the sum of all of 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.


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Messrs. O’Brien, Ball, Engel and, Lansdown have vested benefits under the Pension Plan by virtue of five or more years of service. Mr. Hill participates in the stable value calculation of the Pension Plan of Newmont based upon his date of hire and he does not have vested benefits under the Pension Plan, as he does not have five years of service with the Company.
 
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 at age 62, 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, utilizing 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. The definition of Salary under the Pension Equalization Plan excludes bonus amounts in the form of restricted stock for executives hired or promoted to executive status after January 1, 2004. In other words, if a Company executive attained executive status before January 1, 2004, that executive will have restricted stock bonus amounts included as eligible earnings in the Pension Equalization Plan until December 31, 2007. Any bonus amounts in the form of restricted stock after December 31, 2007 will not be included for pension equalization benefits calculation purposes. The Company will calculate Salary for any executive entitled to include restricted stock in the definition of salary as of December 31, 2007. When such executive terminates employment with the Company, the executive shall receive benefits under the Pension Equalization Plan calculated with the higher of the salary calculation as of December 31, 2007 that includes restricted stock, or the salary calculation at the time of termination that excludes restricted stock.
 
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. The qualified pension present value uses a discount rate at December 31, 2010 of 5.75% and FASB mortality. The pension equalization value uses a pension equalization plan lump sum rate of 2.25% as of December 31, 2010 and mortality as defined in the Pension Equalization Plan to determine the lump sum payable at an executive’s earliest unreduced retirement age. The present value of the qualified and pension equalization pensions are also discounted from the earliest unreduced retirement age to current age using the FASB rate of 5.75%.
 
2010 Nonqualified Deferred Compensation Table
 
                                         
    Executive
  Registrant
  Aggregate
      Aggregate
    Contributions
  Contributions
  Earnings
  Aggregate
  Balance at
    in Last
  in Last
  in Last
  Withdrawals /
  Last Fiscal
    Fiscal Year(1)
  Fiscal Year
  Fiscal Year
  Distributions
  Year-End
Name
  ($)   ($)   ($)   ($)   ($)
 
Richard T. O’Brien
    —        —      $ 6,446       —      $ 62,995  
Russell Ball
  $ 154,915       —      $ 104,011       —      $ 781,095  
Randy Engel
    —        —        —        —        —   
Brian Hill
    —        —        —        —        —   
Guy Lansdown
  $ 93,153       —      $ 51,168       —      $ 544,418  
 
 
(1) Amounts shown are included in the Salary column of the Summary Compensation Table.
 
Amounts shown are part of the Company’s Savings Equalization Plan. The Company maintains a Savings Plan and a Savings Equalization Plan for eligible employees.
 
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. The Savings Plan provides that 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 contribution to the Savings Plan up to a limit of $12,000 annually. The Company contribution vests as follows:


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Savings Plan Vesting Schedule
 
         
    Percentage of Company
Years of Service
  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.
 
Savings Equalization Plan. The Savings Equalization Plan allows eligible participants the opportunity to defer up to 100% of compensation (minus before-tax contributions under the Savings Plan) 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 have a base salary over $175,000 and be eligible to participate in the Savings Plan of Newmont. The purpose of the Savings Equalization Plan is to allow highly compensated 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, including a hypothetical investment in shares of Company stock. Such investments are selected by a committee of Company representatives, with the advice of professional investment managers. Company matching contributions are credited to a participant’s account in phantom shares of Company stock. The Company contribution in the Savings Equalization Plan is subject to a cap of $12,000 per year (in the aggregate with any Company contribution to the Savings Plan) for each participant. The Savings Equalization Plan contains a 4 year vesting period for the Company contribution that is the same as for the Savings Plan.
 
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 the Savings Plan, as of the applicable valuation date. A participant receives distribution of Savings Equalization amounts in lump-sum form, or at a pre-selected distribution date in the future according to the provisions of the plan.
 
In the event a participant of the Savings Equalization Plan terminates employment with the Company due to retirement, death or disability, or change of control, the Company contribution will vest at 100% regardless of years of service, and the participant receives a single lump sum cash payment for the value of the accounts and Company match as soon as administratively possible following the applicable valuation date. In the event a participant of the Savings Equalization Plan terminates employment with the Company for any reason other than retirement, death, change of control or disability, the participant receives a single lump sum cash payment for the value of the accounts and the applicable percentage of vested Company match based upon years of service as provided above, as soon as administratively possible following the applicable valuation date. A participant in the Savings Equalization Plan is subject to the risk of decline in his or her account if the hypothetical investments chosen decline in value. In the event the Company terminates the employment of a participant of the Savings Equalization Plan due to cause, the participant forfeits all Company contributions under the Savings Equalization Plan.
 
In early 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 were to file for bankruptcy.


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