Gold Royalty(GROY) - 2021 Q4 - Annual Report

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Meeting Details and Purpose The annual general meeting is scheduled for February 9, 2022, to review financials and elect directors Annual General Meeting Details | Detail | Information | | :--- | :--- | | Date and Time | February 9, 2022, at 4:00 p.m. (Vancouver time) | | Location | 1000 Cathedral Place, 925 West Georgia Street, Vancouver, BC | | Record Date | December 13, 2021 | | Proxy Deadline | February 7, 2022, at 4:00 p.m. (Vancouver time) | - The main agenda items include receiving the financial statements for the year ended September 30, 2021, electing directors, and appointing PricewaterhouseCoopers LLP as the auditor[8] - The Company is utilizing a "notice-and-access" model for distributing meeting materials electronically to reduce costs, with paper copies available upon request[5][6] MANAGEMENT INFORMATION CIRCULAR VOTING INFORMATION This section details shareholder voting eligibility, quorum requirements, and proxy submission procedures - The record date to determine shareholders entitled to vote at the meeting is the close of business on December 13, 2021[21] - A quorum for the meeting is one or more persons present, holding or representing by proxy at least 33 1/3% of the total issued shares with voting rights[22] - Registered shareholders can appoint a proxyholder other than the designated management representatives by inserting the person's name on the proxy form, which must be received by February 7, 2022[24] - Non-registered (beneficial) shareholders must follow the instructions provided by their intermediary to vote their shares[31][33] THE MEETING This section outlines the meeting's agenda, key 2021 achievements, and compensation highlights - The Board recommends voting FOR the election of the six director nominees and FOR the appointment of PricewaterhouseCoopers LLP as the company's auditor[90][91] - Key achievements in fiscal 2021 included completing a $90 million IPO, acquiring 191 royalty interests, and diversifying the portfolio to include 6 producing projects[92] - The company's compensation philosophy is highlighted by a balanced approach, with long-term compensation representing 67% of the CEO's total 2021 compensation[93] - Corporate governance highlights include having 50% of the Board comprised of independent directors, an independent lead director, and a majority voting policy[94] VOTING SECURITIES AND PRINCIPAL HOLDERS The company has 133,825,590 common shares outstanding, with GoldMining Inc holding 14.9% - As of December 13, 2021, there were 133,825,590 common shares issued and outstanding, which are the only shares entitled to vote at the meeting[96] Principal Shareholder (as of Dec 13, 2021) | Name | Number of Shares | Percentage of Outstanding Shares | | :--- | :--- | :--- | | GoldMining Inc. | 20,000,000 | 14.9% | ELECTION OF DIRECTORS The Board recommends six nominees for election, detailing their qualifications and securities holdings - Six individuals are nominated for election to the Board of Directors, while two current directors will not be standing for re-election[99] Director Nominees and Securities Held | Name | Position | Director Since | Securities Held (Shares, Options, etc.) | | :--- | :--- | :--- | :--- | | David Garofalo | Chairman, CEO, President | Aug 1, 2020 | Shares: 153,333; Options: 600,000; Restricted Shares: 266,667; Warrants: 10,000 | | Warren Gilman | Independent Lead Director | Aug 12, 2020 | Shares: 626,714; Options: 250,000; Warrants: 100,000 | | Amir Adnani | Director | Nov 20, 2020 | Shares: 383,333; Options: 500,000; Restricted Shares: 666,667; Warrants: 25,000 | | Ken Robertson | Director | Nov 20, 2020 | Shares: 5,000; Options: 100,000 | | Alan Hair | Director | Nov 20, 2020 | Options: 100,000 | | Glenn Mullan | Director | Nov 5, 2021 | Shares: 2,983,801; Options: 1,053,490 | - The Board possesses a range of skills including experience in the mining and royalty industry, senior leadership, public company boards, and corporate governance[110][111][113] APPOINTMENT OF AUDITOR Management recommends the reappointment of PricewaterhouseCoopers LLP as the company's auditor - PricewaterhouseCoopers LLP is proposed for reappointment as the Company's auditor for the ensuing year[122] - PricewaterhouseCoopers LLP was first appointed as the auditor on October 7, 2020[122] STATEMENT OF EXECUTIVE COMPENSATION This section details the pay-for-performance compensation program for Named Executive Officers in fiscal 2021 Compensation Philosophy and Peer Group The pay-for-performance philosophy aligns executive interests with shareholder value via peer benchmarking - The compensation program is designed to reward NEOs based on corporate and individual performance, with a focus on driving short and long-term growth[126] - The 2021 peer group for benchmarking compensation included companies such as Altius Minerals Corp, EMX Royalty Corp, and Maverix Metals Inc[142][150] Short-Term and Long-Term Incentives Fiscal 2021 STIP awards paid out at 150% of target due to breakthrough corporate performance - For fiscal 2021, the corporate performance scorecard resulted in a 150% payout of the target STIP award for all NEOs, based on outperformance in key metrics[156][159] 2021 STIP Payouts | Named Executive Officer | 2021 STIP Payout (C$) | % of Target | | :--- | :--- | :--- | | David Garofalo | 270,000 | 150% | | Josephine Man | 94,500 | 150% | | John Griffith | 180,000 | 150% | | Samuel Mah | 60,000 | 150% | - Long-term incentives under the LTIP are typically granted as an equal mix of Options and RSUs, with 2021 options vesting over 18 months[135][136] Summary Compensation and Awards This section presents detailed 2021 compensation figures and stock performance for Named Executive Officers Summary Compensation Table (Fiscal Year 2021) | Name and Principal Position | Salary ($) | Share-based Awards($) | Option-based Awards($) | Annual Incentive Plans ($) | Total Compensation ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | David Garofalo (Chairman, CEO) | 179,555 | 182,541 | 617,520 | 212,895 | 1,192,511 | | Josephine Man (CFO) | 65,825 | - | 185,256 | 74,513 | 325,594 | | John Griffith (Chief Dev. Officer) | 143,685 | - | 283,030 | 141,930 | 568,645 | | Samuel Mah (VP, Evaluations) | 39,711 | - | 126,917 | 47,310 | 213,938 | - The company's stock performance from its IPO to September 30, 2021, showed a 40% increase, significantly outperforming its peer group (-7%) and the GDXJ (-17%)[164][187] Termination, Change of Control, and Director Compensation NEO agreements include double-trigger change of control benefits, with director pay comprising cash and equity - New employment agreements effective January 2022 provide NEOs terminated following a change of control a severance payment equal to two times their base salary plus bonus[218][219] - Independent and non-executive directors received annual cash retainers (e.g., C$50,000 for the Lead Director) and option grants in fiscal 2021[223][224] - For fiscal 2022, director compensation will be updated to include equity grants in the form of Options and RSUs/DSUs, in addition to cash retainers[238][240] CORPORATE GOVERNANCE The company emphasizes strong governance with an independent board, key policies, and a diversity target - If all nominees are elected, the Board will be comprised of 50% independent directors, and all key committees are fully independent[282][333] - The Board has appointed an independent Lead Director, Warren Gilman, to ensure the Board functions independently of management[285][287] - The company has adopted a Diversity Policy and set a target to have at least 30% of the Board comprised of female directors by the annual meeting in 2025[303][307] - A share ownership policy requires non-executive directors and senior executives to hold shares valued at three times their annual cash retainer or base salary, respectively[331][332] - The Board has adopted a majority voting policy, requiring any director who receives more 'withheld' votes than 'for' votes to tender their resignation[328]