January 14, 2019
The Shareholders’ Gold Council (SGC) expresses its disappointment with the lack of alignment between Goldcorp CEO David Garofalo’s pay and incentives and the interests of Goldcorp’s shareholders. Since Mr. Garofalo’s appointment as CEO on February 29, 2016, Goldcorp’s stock price has fallen by 26%, while its peers, as measured by the GDX, have risen by 10% and the price of gold is up 4%. As CEO, Mr. Garofalo received over Cdn. $16 million in aggregate compensation during 2016 and 2017 alone. His 2018 compensation is not yet publicly disclosed. According to Goldcorp’s most recent information circular, Mr. Garofalo now stands to make up to an additional approximately Cdn. $11 million under his change of control provisions. While Mr. Garofalo has been massively overpaid, stockholders have lost over Cdn. $3.7 billion since his appointment, and Goldcorp now wants to sell itself at only a slight premium to its 1,3,5,7 and 10-year low in share price. The merger with Newmont is only a victory for shareholders in as much as it eliminates another gold company with executive incentives that are grossly misaligned with those of shareholders.
March 9, 2019
Shareholders’ Gold Council Condemns Goldcorp’s Board of Directors
On March 7, Goldcorp filed its proxy circular in connection with its proposed acquisition by Newmont, where it was disclosed that:
“In contemplation of the Arrangement, Goldcorp and Ian W. Telfer (Chairman) amended the terms of Mr. Telfer’s employment agreement to provide that, in connection with completion of the Arrangement, Mr. Telfer will be entitled to receive a lump sum payment retirement allowance from Goldcorp equal to approximately US$12 million, an increase from his current entitlement of approximately US$4.5 million. The increased amount of the retiring allowance was recommended by the Human Resources and Compensation Committee, reviewed and considered by the Goldcorp Special Committee, and approved by the Goldcorp Board on the basis of Mr. Telfer’s role as founder and strategic leader of Goldcorp subsequent to the acquisition of Glamis Gold Ltd. in November, 2006.” (Emphasis added)
The Shareholders’ Gold Council (SGC) expresses its condemnation for Goldcorp’s Board for approving this gratuitous additional payment to Mr. Telfer, and in particular for the members of its Human Resources and Compensation Committee, Kenneth Williamson (Chair), Margot Franssen, Randy Reifel and Charlie Sartain. On top of having awarded Chief Executive Officer David Garofalo an outrageous change of control package of up to Cdn. $11 million, despite his role in destroying over Cdn. $3.7 billion in shareholder value, Goldcorp’s Board saw fit to continue its blatant disregard for alignment between executive compensation and the interests of Goldcorp’s shareholders by altering the Chairman’s already bloated pay package ahead of the transaction with Newmont. While Goldcorp is telling its shareholders to sell their shares close to a 13-year low, Goldcorp management stands to reap over US$33 million in potential change of control payments.
As if lining his pockets with Goldcorp shareholders’ money – to the tune of approximately US$11.8 million since 2006 – was not enough, Mr. Telfer, with the support of Goldcorp’s Board, is now effectively pillaging Newmont shareholders for an additional US$12 million, even though he will be continuing on as Newmont’s new Deputy Chair. This comes despite the fact that under Mr. Telfer’s perennial reign as Chairman of Goldcorp’s Board, Goldcorp’s stock price has collapsed by nearly 60%. In Mr. Telfer’s role as a “strategic leader” at Goldcorp, he has presided over one of the most disastrous and egregious examples of shareholder value destruction in the mining industry.
SGC asks that the Goldcorp Board and the Newmont Board each publicly state how increasing Mr. Telfer’s retirement allowance benefits their respective shareholders.
In the view of SGC, the Goldcorp Board’s approval of this additional “retirement allowance” to Mr. Telfer is another showcase example of directors choosing cronyism over the interests of shareholders. Shareholders are advised to remember the actions of the above-mentioned directors as well as Beverley Briscoe, Cristina Bitar, Matthew Coon Come and Clement Pelletier. SGC believes that continued consolidation in the gold sector is plainly necessary so that the enrichment of directors and management teams at the expense of shareholders comes to an end by ridding the industry of poor stewards of shareholder capital.