{"url_path":"/sec/nem/8-k/2026-06-15/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ****Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1164727/0001104659-26-074137-index.html","accession_number":"0001104659-26-074137","cik":"0001164727","ticker":"NEM","issuer_name":"NEWMONT Corp /DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1164727/0001104659-26-074137-index.html","primary_entity_key":"0001164727","primary_entity_name":"NEWMONT Corp /DE/"},"word_count":1747,"has_tables":true,"body_markdown":"**** \n\n \n\n \n\n \n\n**Item 5.02.****Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\n*Chief Operating Officer Appointment*\n\n \n\nMr. Mark Rodgers, age 62, will be appointed\nto the role of Executive Vice President and Chief Operating Officer of Newmont Corporation (“Newmont” or the “Company”),\neffective July 1, 2026. Mr. Rodgers is a seasoned senior executive with more than 30 years of mining experience. He currently serves\nas Managing Director of Newmont’s Africa Asia Pacific business unit. Prior to that role, he served as Managing Director, APAC beginning\nin December 2024 until October 2025, and Managing Director, LATAC (Senior Vice President, South America) from October 2022 to August 2024.\nMr. Rodgers also served as Senior Vice President, North America from August 2021 to October 2022 and Vice President, Productivity Australia\nfrom April 2020 to August 2021. Before joining Newmont, he held a number of positions with Rio Tinto and BHP. Mr. Rodgers holds a Bachelor\nof Science degree in Mineral Processing (Extractive Metallurgy) from Murdoch University and a post-graduate\nqualification in Mineral Economics from Curtin University, Western Australia School of Mines.\n\n \n\nIn the role of Chief Operating Officer, Mr. Rodgers will have a base\nsalary of $800,000 and be eligible for an annual short-term incentive (cash bonus with a target opportunity equal to 105% of base salary)\nin accordance with the Newmont Section 16 Officer Short-Term Incentive Plan at Level 6. Mr. Rodgers’ cash bonus incentives and long-term\nincentives will be delivered according to the Company’s incentive programs at Level of Work 6 as described in the Company’s\nmost recent Annual Proxy Statement filed with the SEC. Mr. Rodgers’ long-term equity bonus incentives include both Performance-Leveraged\nStock Units (“PSUs”) at target level of 200% of base salary and Restricted Stock Units (“RSUs”) at target level\nof 100% of base salary, which will be delivered according to the terms of the Newmont Long-Term Incentive Program. In connection with\nhis mid-year appointment, Mr. Rodgers will also receive a one-time RSU award with a grant date value of $650,000 (based upon the\ndifference between prior role and new role target incentive levels), which will vest in three equal annual instalments over a three-year\nperiod, subject to his continued employment through each applicable vesting date and the terms of the Company’s Long-Term Incentive\nProgram and applicable award agreement. Mr. Rodgers will be eligible for other executive benefits as described in the Company’s\nAnnual Proxy Statement including the Executive Change of Control Plan and the Newmont Section 16 Officer Severance Plan benefits.\n\n \n\nThere is no other arrangement or understanding between Mr. Rodgers\nand any other persons pursuant to which he will be appointed as Chief Operating Officer of the Company. Mr. Rodgers does not have a family\nrelationship with any member of the Board of Directors or any executive officer of the Company, and Mr. Rodgers has not been a participant\nor had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.\n\n \n\n*Chief Technical Officer Appointment*\n\n \n\nMr. David Thornton, age 45, will be appointed to the role of Executive\nVice President and Chief Technical Officer, effective July 1, 2026. Mr. Thornton currently serves as Newmont's Managing Director,\nAmericas and has over 25 years of mining experience. He previously served as Managing Director, Latin America and Caribbean from\nAugust 2024 to October 2025, Managing Director, Africa from February 2022 to August 2024 and Vice President, Productivity North America\nfrom March 2020 to February 2022. Prior to that he held several other operational management roles at Newmont, including Vice President,\nOperations for USA & Canada; General Manager, Carlin Mine and Mine Manager, Leeville Mine. Before joining Newmont in 2016, Mr. Thornton\nheld operational, engineering and technical leadership roles, including with Gold Fields and Barrick Gold Corporation. He holds a Bachelor’s\nDegree in Mining Engineering from Curtin University, Western Australia School of Mines and an Executive MBA from the University of Utah.\n\n \n\n2\n\n \n\n \n\nIn the role of Chief Technical Officer, Mr. Thornton will have a base\nsalary of $630,000 and be eligible for an annual short-term incentive (cash bonus with a target opportunity equal to 85% of base salary)\nin accordance with the Newmont Section 16 Officer Short-Term Incentive Plan at Level 6. For Mr. Thornton, the long-term equity bonus incentives\ninclude both PSUs at target level of 169% of base salary and RSUs at target level of 85% of base salary, which will be delivered according\nto the terms of the Newmont Long-Term Incentive Program. In connection with his mid-year appointment, Mr. Thornton will also receive a\none-time RSU award with a grant date value of $250,000 (based upon the difference between prior role and new role target incentive levels),\nwhich will vest in three equal annual installments over a three-year period, subject to his continued employment through each applicable\nvesting date and the terms of the Company’s Long-Term Incentive Program and applicable award agreement. Mr. Thornton will be eligible\nfor other executive benefits as described in the Company’s Annual Proxy Statement including the Executive Change of Control Plan\nand the Newmont Section 16 Officer Severance Plan benefits.\n\n \n\nThere is no other arrangement or understanding between Mr. Thornton\nand any other persons pursuant to which he will be appointed as Chief Technical Officer of the Company. Mr. Thornton does not have a family\nrelationship with any member of the Board of Directors or any executive officer of the Company, and Mr. Thornton has not been a participant\nor had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.\n\n \n\nNewmont and the Board of Directors extend thanks to Erin Workman for\nher dedicated leadership in the interim Chief Technical Officer role and contributions to the Executive Leadership Team during this time\nof transition. Ms. Workman continues to serve as a member of Newmont’s Strategic Leadership Team and has been appointed to\nthe role of Senior Vice President and Group Head, Health, Safety, Security and Environment.\n\n \n\n*Chief Financial Officer Appointment*\n\n \n\nMr. Brian Tabolt, age 45, will be appointed to the role of Executive\nVice President and Chief Financial Officer effective as of July 1, 2026. Mr. Tabolt, a finance executive with over 20 years of finance\nand accounting experience, has held the role of Senior Vice President, Global Finance and Chief Accounting Officer since December 2024,\nand the role of Group Head, Financial Planning and Analysis from May 2023. Prior to that, Mr. Tabolt was elected Interim Chief\nFinancial Officer in November 2022 after having served as Vice President, Controller and Chief Accounting Officer since May 2021.\nBefore joining Newmont Corporation, Mr. Tabolt served as Molson Coors Beverage Company’s Vice President, Controller and Chief\nAccounting Officer since 2014 and held other senior management roles within Molson Coors’ Accounting function, including as Senior\nDirector of SEC Reporting and Technical Accounting and Senior Manager Technical Accounting. Mr. Tabolt began his career in public\naccounting with Deloitte, holds Bachelor and Master of Science degrees in Accounting from Pennsylvania State University and is a Certified\nPublic Accountant.\n\n \n\nIn the role of Chief Financial Officer, Mr. Tabolt will have a base\nsalary of $685,000 and be eligible for an annual short-term incentive (cash bonus with a target opportunity equal to 100% of base salary)\nin accordance with the Newmont Section 16 Officer Short-Term Incentive Plan at Level 6. For Mr. Tabolt, the long-term equity bonus incentives\ninclude both PSUs at target level of 186% of base salary and RSUs at target level of 93% of base salary, which will be delivered according\nto the terms of the Newmont Long-Term Incentive Program. In connection with his mid-year appointment, Mr. Tabolt will also receive a one-time\nRSU award with a grant date value of $680,000 (based upon the difference between prior role and new role target incentive levels), which\nwill vest in three equal annual installments over a three-year period, subject to his continued employment through each applicable vesting\ndate and the terms of the Company’s Long-Term Incentive Program and applicable award agreement. Mr. Tabolt will be eligible for\nother executive benefits as described in the Company’s Annual Proxy Statement including the Executive Change of Control Plan and\nthe Newmont Section 16 Officer Severance Plan benefits.\n\n \n\nThere is no other arrangement or understanding between Mr. Tabolt and\nany other persons pursuant to which he will be appointed as Chief Financial Officer of the Company. Mr. Tabolt does not have a family\nrelationship with any member of the Board of Directors or any executive officer of the Company, and Mr. Tabolt has not been a participant\nor had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.\n\n \n\n3\n\n \n\n \n\nNewmont and the Board of Directors extend thanks to Peter Wexler for\nhis exceptional leadership in the interim Chief Financial Officer role. Mr. Wexler will return to his full-time role as Executive Vice\nPresident and Chief Legal Officer and will continue to provide governance, legal oversight and strategic counsel on the Executive Leadership\nTeam. In recognition of Mr. Wexler’s service as interim Chief Financial Officer, he will also receive an additional RSU award with\na grant date value of $500,000, which will vest in three equal annual instalments over a three-year period, subject to his continued employment\nthrough each applicable vesting date and the terms of the Company’s Long-Term Incentive Program and applicable award agreement.\n\n \n\n*Chief Accounting Officer Appointment*\n\n \n\nAdditionally, in connection with Mr. Tabolt’s promotion to Chief\nFinancial Officer, Joshua Cage, age 52, will also be appointed to the role of Chief Accounting Officer (principal accounting officer)\nand Controller, effective as of July 1, 2026. Mr. Cage is a seasoned accounting expert and has over 20 years of service with Newmont,\nincluding as Global Controller and Head, Operations Accounting since December 2024, Vice President, Chief Accounting Officer and Controller\nfrom 2022 to 2024, and Assistant Controller from 2014 to 2022. Prior to that, he served as Senior Director, Business Planning, Site Controller\n– Indonesia and Director, Technical Accounting and SEC Reporting. Prior to joining Newmont, Mr. Cage held audit manager and senior\nauditor roles at Ernst & Young and KPMG, respectively. Mr. Cage participates in the Company’s standard compensation programs\nand benefits programs at Level 5. Mr. Cage does not have a family relationship with any member of the Board of Directors or any executive\nofficer of the Company, and Mr. Cage has not been a participant or had any interest in any transaction with the Company that is reportable\nunder Item 404(a) of Regulation S-K."}