Notice of 2022 annual meeting of shareholders
| 1 |
Message from the President and Chief Executive Officer |
2 |
Message from the Executive Chairman |
4 |
An overview of ESG at Yamana |
6 |
1 About the shareholder meeting |
9 |
Voting |
9 |
Business of the meeting |
12 |
About the nominated directors |
13 |
2021 Board committee reports
| 25 |
2 Governance |
27 |
Our governance practices |
27 |
About the board |
30 |
Serving as a director |
39 |
Director compensation |
44 |
3 Executive compensation |
48 |
Message from the chair of the compensation committee |
49 |
Compensation discussion and analysis |
53 |
Executive compensation framework |
53 |
Compensation governance risk |
54 |
Compensation philosophy |
59 |
Compensation benchmarking |
60 |
Elements of executive compensation and decisions for 2021
| 61 |
CEO compensation profile |
79 |
Share performance |
81 |
2021 Compensation details
| 84 |
Summary compensation table |
84 |
Cost of management analysis |
86 |
Outstanding share-based and option-based awards |
86 |
Retirement benefits |
91 |
Termination and double trigger change of control |
92 |
4 Other information |
95 |
Other information |
95 |
Appendix - Charter of the board of directors |
98 |
When
April 28, 2022
11 a.m. (Toronto time)
|
Where
Design Exchange
Toronto-Dominion Centre
234 Bay Street
Toronto, Ontario
and, online at:
https://web.lumiagm.com/486681229 |
Material Issues Report [callout with image of report]
You'll find our latest annual Material Issues Report on our website (www.yamana.com).
|
Voting.................................................................................................... |
9 |
Business of the meeting....................................................................... |
12 |
About the nominated directors.............................................................. |
13 |
2020 Board committee reports............................................................. |
25 |
1. Receive the financial statements (available at www.yamana.com)
You'll receive management's report to shareholders, our audited consolidated financial statements and the auditors' report for the year ended December 31, 2021.
| ||||
2. Elect the directors (see page 13)
You'll vote on electing nine directors to the board for a term of one year. All of the nominated directors have expressed their willingness to serve.
You can vote for or withhold your vote for the following individuals:
| Management recommends you vote for each nominated director | |||
1. John Begeman 2. Christiane Bergevin 3. Alexander Davidson 4. Richard Graff 5. Kimberly Keating |
6. Peter Marrone 7. Daniel Racine 8. Jane Sadowsky 9. Dino Titaro | |||
3. Appoint the auditors (see also our annual information form at www.yamana.com)
You'll vote on appointing Deloitte LLP, Chartered Professional Accountants (Deloitte) as our external auditors until the end of the next annual meeting.
The table below shows the fees paid to Deloitte in 2021 and 2020. You can read about auditor independence in the audit committee report on page 25.
| Management recommends you vote for the appointment of Deloitte as our auditors | |||
Cdn$, year ended December 31
| 2021 | 2020 | ||
Audit fees
for the audit of our annual consolidated financial statements, quarterly reviews, statutory/regulatory filings, and associated translation
| $ | 3,869,225 | $ | 4,023,000 |
Audit-related fees
for certain statutory audits outside of Canada. In 2020, fees included services related to the royalty portfolio transaction and prospectus
| $ | 71,775 | $ | 146,000 |
Tax fees
for professional services for tax compliance, tax advice and tax planning
| $ | 225,000 | $ | 300,000 |
All other fees
related primarily to assurance on Yamana's Conflict-Free Gold Report
| $ | 22,000 | $ | 22,000 |
Total fees | $ | 4,188,000 | $ | 4,491,000 |
4. Have a 'say on pay' (see page 48)
We hold a shareholder advisory vote on executive compensation because we believe it's important to receive shareholder feedback on this matter. You'll find a complete discussion of our executive compensation program and the board's decisions on executive pay for 2021 starting on page 61.
At last year's meeting, 92.23% of the votes were cast in favour of our approach to executive pay. Results of an advisory vote are non-binding on the board; however, if a majority of the shares are not voted for our approach to executive compensation, the board will meet with shareholders to discuss their concerns.
| Management recommends you vote for our approach to executive compensation as described in this circular | |||
5. Other business
We're not aware of any other business that may properly be brought before the meeting.
|
John Begeman | |||||||
Age: 67
South Dakota, United States
Company director
Director since May 2007 / Independent
Areas of expertise
•Mining operations
•Other extractive industries
•Risk management
•Sustainability
•Finance/Accounting
•Capital markets
•International business
•Governance
•Project management/Technical services
|
John Begeman is a Professional Mining Engineer with over 40 years of mining experience. His extensive experience in the mining industry, combined with his background in precious metals operations, executive and project development management, provide valuable industry insight and perspective to both the board and management. He currently sits on the board of directors of i-80 Gold Corp.
Mr. Begeman previously served as the Executive Chairman of the board of Premier Gold Mines Limited, a director of Aberdeen International Inc., the President and Chief Executive Officer of Avion Gold Corporation, the Chief Operating Officer of Zinifex Canada Inc. and Vice President, Western Operations of Goldcorp Inc. Prior to his employment at Goldcorp, Mr. Begeman held various and progressive engineering and management positions with Morrison Knudsen Company's mining operations group throughout the western United States. His experience in executive leadership in international mining operations, permitting and community involvement assists the board and management with its ongoing business endeavours. His past environmental and social license analysis along with project risk assessment also form a broad base the board and management can draw on.
Mr. Begeman holds a B.S. in Mining Engineering, an M.S. in Engineering Management and an MBA. He has completed the Rotman-ICD Directors Education program, and is a member of the Institute of Corporate Directors with the ICD.D designation. He is also a member of the National Association of Corporate Directors and is NACD Directorship Certified.
| ||||||
2021 meeting attendance
| % |
2021 compensation
| |||||
Board of directors | 17/17 | 100 | Total compensation | $ | 233,500 | ||
Audit committee | 4/4 | 100 | Amount received as DSUs | $ | 175,000 | ||
Sustainability committee (chair) | 2/2 | 100 | DSUs of total compensation | 75 | % | ||
2021 director voting results
| |||||||
% voted for
| 87.76 | % | |||||
Yamana shares | DSUs | Total | Total market value | Total book value | |||
Share ownership | 10,431 | 276,846 | 287,277 | $ | 1,410,530 | $ | 1,330,350 |
Share ownership guidelines |
Currently holds 8.1x the annual board retainer and meets the 3x requirement
| ||||||
Other public company boards and board committees during the last five years | |||||||
i-80 Gold Corp. (since April 2021) | Compensation (Chair), Audit, Governance and Nominating | ||||||
African Gold Group, Inc. (April 2017 to October 2021) | Audit (Chair), Compensation | ||||||
Premier Gold Mines Limited (May 2006 to April 2021) | |||||||
Christiane Bergevin
| |||||||
Age: 59
Quebec, Canada
Company director
Director since September 2014 / Independent
Areas of expertise
•Other extractive industries
•Risk management
•Sustainability
•Finance/Accounting
•Capital markets
•International business
•Governance
•Project management/Technical services
|
Christiane Bergevin is the President of Bergevin Capital, advising infrastructure and energy sector clients. She concurrently serves as Sr. Advisor Power/Utility and Sustainability within the North American practice of Roland Berger, an international management consultancy. As a former senior managing executive in the engineering and financial services sectors, she brings extensive domestic and worldwide experience in strategy, project and risk structuring, M&A in regulated and commercial environments and project financing of resource, transport and infrastructure projects. She is highly skilled in sustainability and community engagement aspects from an operational and governance standpoint, and served on the health, safety and corporate social responsibility committee of the board of an international oil and gas producer. As Executive Vice-President, Desjardins Group, the largest cooperative financial group in Canada, between 2009 and 2015, she led mergers and acquisitions, strategic partnerships and business development. She was also a member of Desjardins Group's finance and risk management committee.
For the 19 years prior to that, Ms. Bergevin held executive positions with SNC-Lavalin Group, a global engineering and construction firm, including as managing head and subsequently President of SNC-Lavalin Capital Inc., its project finance advisory arm. She was involved in several transport and mining developments, and also served as Senior Vice-President and General Manager, Corporate Projects. Ms. Bergevin serves on the supervisory board of RATP Dev, an international public transport operator, and on the advisory committee of AGF Group, a Canadian-based reinforcing steel supplier. She is also a director and chairs the audit committee of CareRx, a Canadian provider of pharmacy services to seniors. Ms. Bergevin is a former Chair and serves as Governor of the Canadian Chamber of Commerce.
Ms. Bergevin holds a Bachelor of Commerce (with Distinction) from McGill University and graduated from the Wharton School's Business Advanced Management Program. In 2013, she was awarded the ICD.D designation and has served as a volunteer examiner for the Institute of Corporate Directors.
| ||||||
2021 meeting attendance
| % |
2021 compensation
| |||||
Board of directors | 17/17 | 100 | Total compensation | $ | 231,750 | ||
Corporate governance and nominating committee | 3/3 | 100 | Amount received as DSUs | $ | 175,000 | ||
Compensation committee | 6/6 | 100 | DSUs of total compensation | 76 | % | ||
2021 director voting results
| |||||||
% voted for
| 98.95 | % | |||||
Yamana shares | DSUs | Total | Total market value | Total book value | |||
Share ownership | - | 415,149 | 415,149 | $ | 2,038,382 | $ | 1,383,938 |
Share ownership guidelines |
Currently holds 11.6x the annual board retainer and meets the 3x requirement
| ||||||
Other public company boards and board committees during the last five years | |||||||
CareRx (since June 2020) | Audit (Chair) |
Alexander Davidson | |||||||
Age: 70
Ontario, Canada
Company director
Director since August 2009 /
Independent
Areas of expertise
•Mineral exploration
•Mining operations
•Risk management
•Sustainability
•Capital markets
•International business
•Project management/Technical services
|
Alexander Davidson was Barrick Gold Corporation's Executive Vice President, Exploration and Corporate Development with responsibility for international exploration programs and corporate development activities. Mr. Davidson was instrumental in Barrick's acquisition of Lac Minerals, Sutton Resources, Arequipa Resources, Pangea Goldfields, Homestake Mining and Placer Dome Inc. Mr. Davidson joined Barrick in October 1993 as Vice President, Exploration with responsibility for the company's expanding exploration program. He initiated Barrick's expansion out of North America and into Latin America and beyond. Prior to joining Barrick, Mr. Davidson was Vice President, Exploration for Metall Mining Corporation. Mr. Davidson has over 40 years of experience in designing, implementing and managing gold and base metal exploration and acquisition programs throughout the world. In April 2005, Mr. Davidson was presented the 2005 A.O. Dufresne Award by the Canadian Institute of Mining, Metallurgy and Petroleum to recognize exceptional achievement and distinguished contributions to mining exploration in Canada. In 2003, Mr. Davidson was named the Prospector of the Year by the Prospectors & Developers Association of Canada in recognition of his team's discovery of the Lagunas Norte Project in the Alto Chicama District, Peru. In February 2019, Mr. Davidson was awarded the Charles F. Rand Gold Medal by the American Institute of Mining Engineers in recognition of his key role in numerous acquisitions and discoveries and his leadership in developing Barrick's unparalleled exploration programs, both of which have resulted in remarkable achievements that distinguish his remarkable career and legacy at Barrick. Mr. Davidson received his B.Sc. and M.Sc. in Economic Geology from McGill University. His extensive experience in the mining industry and his background in precious metal exploration and corporate development allow him to provide valuable industry insight and perspective to the board and management. Mr. Davidson also has extensive board-level experience and has sat on or has chaired a number of health, safety & environment, technical, sustainability, audit and compensation committees. He currently sits on the board of directors of Americas Gold and Silver Corporation, NuLegacy Gold Corporation and Capital Limited. | ||||||
2021 meeting attendance
| % |
2021 compensation
| |||||
Board of directors | 17/17 | 100 | Total compensation | $ | 212,500 | ||
Sustainability committee | 2/2 | 100 | Amount received as DSUs | $ | 87,500 | ||
DSUs of total compensation | 41 | % | |||||
2021 director voting results
| |||||||
% voted for
| 86.56 | % | |||||
Yamana shares | DSUs | Total | Total market value | Total book value | |||
Share ownership | 8,200 | 289,400 | 297,600 | $ | 1,461,216 | $ | 1,366,434 |
Share ownership guidelines |
Currently holds 8.3x the annual board retainer and meets the 3x requirement
| ||||||
Other public company boards and board committees during the last five years | |||||||
Americas Gold and Silver Corporation (since December 2014) | Chair | ||||||
NuLegacy Gold Corporation (since September 2014) | Audit | ||||||
Capital Limited (since May 2010) | Audit, Safety, health and environment | ||||||
Orca Gold Inc. (January 2013 to May 2020) | Technical, Compensation | ||||||
Perseus Mining Ltd. (April 2016 to February 2018) | - |
Richard Graff (Lead Director) | |||||||
Age: 75
Colorado, United States
Company director
Director since October 2007 / Independent
Areas of expertise
•Mining operations
•Other extractive industries
•Risk management
•Finance/Accounting
•International business
•Governance
|
Richard Graff has served on numerous public boards in the mining and oil and gas industries and has served as a board chairman, chairman of audit committees, governance and nominating committees, and special committees, as well as having compensation committee experience. His extensive experience in the metals and mining industry includes accounting and financial reporting, internal control, governance and compliance initiatives, and mergers. Mr. Graff has been an advisor to the mining industry and was a member of a Financial Accounting Standards Board task force, which resulted in the issuance of accounting and financial reporting guidance in the mining industry for US GAAP. He represents a consortium of international mining companies, and has met with and provided recommendations to the International Accounting Standards Board (IASB) on financial reporting issues in the mining industry. The IASB incorporated input from these meetings into its published rules. Mr. Graff has organized periodic meetings in London between global mining companies and the IASB to discuss financial reporting issues affecting the industry and shares that information with the management, boards and audit committees on which he serves. He also has had discussions with and provided input to the U.S. Securities and Exchange Commission on financial reporting issues in the industry. Mr. Graff has been a speaker at industry conferences and directors' education programs on the topics of financial reporting in the mining industry, audit committee trends, board succession, investor engagement and enterprise risk management. Mr. Graff has moderated the Canadian Public Accountability Board (CPAB) Mining Industry Forum in Toronto. He also serves as chairman of the audit committee and is a member of the risk committee of DMC Global Inc. He served as the chairman of the audit committee for many years and was the lead director and a member of the compensation committee of Alacer Gold Corp. Mr. Graff's extensive international experience in the mining industry, coupled with his expertise summarized above, brings insight to the board and management as to best practices with respect to accounting, corporate governance and other issues for an international public company in the mining industry. Mr. Graff is a retired partner from PricewaterhouseCoopers LLP where he served as the audit leader in the United States for the mining industry. He received his undergraduate degree in Economics from Boston College and his post-graduate degree in Accounting from Northeastern University. | ||||||
2021 meeting attendance
| % |
2021 compensation
| |||||
Board of directors | 17/17 | 100 | Total compensation | $ | 284,500 | ||
Audit committee (chair) | 4/4 | 100 | Amount received as DSUs | $ | 87,500 | ||
Compensation committee | 6/6 | 100 | DSUs of total compensation | 31 | % | ||
2021 director voting results
| |||||||
% voted for | 93.20 | % | |||||
Yamana shares | DSUs | Total | Total market value | Total book value | |||
Share ownership | 43,949 | 257,245 | 301,194 | $ | 1,478,863 | $ | 1,382,162 |
Share ownership guidelines |
Currently holds 8.5x the annual board retainer and meets the 3x requirement
| ||||||
Other public company boards and board committees during the last five years | |||||||
DMC Global Inc. (since June 2007) | Audit (Chair), Risk | ||||||
Alacer Gold Corp. (June 2008 to September 2020) |
Lead Director Audit (Chair), Compensation |
Kimberly Keating | ||||||||
Age: 49
Newfoundland, Canada
Company director
Director since February 2017 / Independent
Areas of expertise
•Other extractive industries
•Risk management
•Sustainability
•Capital markets
•International business
•Governance
•Project management/Technical services
|
Kim Keating is a Professional Engineer with 25 years of broad international experience in the oil and gas, nuclear, hydropower, and mining sectors. Most recently, Ms. Keating was the Chief Operating Officer of the Cahill Group, one of Canada's largest multi-disciplinary construction companies with operations across the country. Prior to joining the Cahill Group in 2013, Ms. Keating held a variety of progressive leadership roles from engineering design through to construction, commissioning, production operations and offshore field development with Petro-Canada (now Suncor Energy Inc.). Throughout her career, Ms. Keating has made significant leadership contributions to major projects in the Canadian, Norwegian and UK energy sectors, bringing a wealth of strategy, operational execution, and technical expertise to the Yamana board. She is currently a board director of Major Drilling Group International Inc. and the Drax Group plc. Ms. Keating is also a founding member of Makwa-Cahill Limited Partnership, a fully nuclear qualified indigenous fabrication company. Ms. Keating graduated from the Rotman-Institute of Corporate Directors Education Program and was awarded her ICD.D designation.
Ms. Keating has also held numerous volunteer leadership roles, including serving as Co-Chair of the 2025 Canada Games, Vice Chair of Memorial University's Board of Regents, Vice Chair of the Fisheries and Marine Institute Advisory Committee, board director with the Dr. H. Bliss Murphy Cancer Care Foundation, Chair of the Rhodes Scholarship selection committee and Chair of the St. John's Board of Trade. She holds a Bachelor of Civil (Structural) Engineering degree, a Master of Business Administration, is a registered member of the Professional Engineering & Geoscientists NL (PEGNL) and holds the Canadian Registered Safety Professional (CRSP) designation. In June 2016, she was named a Fellow of the Canadian Academy of Engineers, a national institution through which Canada's most distinguished and experienced engineers provide strategic advice on matters of critical importance to Canada.
In 2022, Ms. Keating received the Atlantic Canada's 25 Most Powerful Women in Business Award and in 2018, received the Memorial University Faculty of Engineering Distinguished Alumni Award, the Professional Engineers and Geoscientists of Newfoundland and Labrador Community Leadership Award, as well as the St. John's Board of Trade Community Builder of the Year Award.
| |||||||
2021 meeting attendance
| % |
2021 compensation
| ||||||
Board of directors | 17/17 | 100 | Total compensation | $ | 226,000 | |||
Compensation committee | 6/6 | 100 | Amount received as DSUs | $ | 87,500 | |||
Sustainability committee | 2/2 | 100 | DSUs of total compensation | 39 | % | |||
2021 director voting results
| ||||||||
% voted for
| 99.45 | % | ||||||
Yamana shares | DSUs | Total | Total market value | Total book value | ||||
Share ownership | $ | - | 228,740 | 228,740 | $ | 1,123,113 | $ | 739,407 |
Share ownership guidelines |
Currently holds 6.4x the annual board retainer and meets the 3x requirement
| |||||||
Other public company boards and board committees during the last five years | ||||||||
Major Drilling Group International Inc. (since September 2019) | Audit, Health, safety and environment, HR and compensation (Chair) | |||||||
Drax Group plc (since October 2021) | Remuneration, Nomination |
Peter Marrone (Executive Chairman)
| |||||||
Age: 62
Ontario, Canada
Director since July 2003 / Not independent
Areas of expertise
•Mineral exploration
•Mining operations
•Risk management
•Sustainability
•Finance/Accounting
•Capital markets
•International business
•Governance
•Project management/Technical services
|
Peter Marrone is Executive Chairman of Yamana Gold Inc., which he founded in 2003. He has more than 35 years of mining, business and capital markets experience. He has been on the boards of a number of public companies and has advised companies with a strong South American and North American presence. Mr. Marrone currently sits on the board of directors of Aris Gold Corporation. Prior to Yamana, Mr. Marrone was the head of investment banking at a major Canadian investment bank and before that practised law in Toronto with a strong focus on corporate law, securities law and international transactions.
| ||||||
2021 meeting attendance
| % |
2021 compensation
| |||||
Board of directors | 17/17 | 100 | Executive Chairman total compensation | $ | 7,579,577 | ||
Amount received as RSUs/PSUs | $ | 2,918,488 | |||||
RSUs/PSUs of total compensation | 39 | % | |||||
RSUs/PSUs of total bonus | 59 | % | |||||
2021 director voting results
| |||||||
% voted for
| 95.66 | % | |||||
Yamana shares |
DSUs/ RSUs | Total |
Total market value |
Total book value | |||
Share ownership | 2,684,311 | 3,880,413 | 6,564,724 | $ | 32,232,795 | $ | 43,151,754 |
Share ownership guidelines |
Currently holds 25.7x his annual base salary and exceeds his 3x requirement
| ||||||
Other public company boards and board committees during the last five years | |||||||
Aris Gold Corporation (since February 2021) | Governance and nominating, Compensation (Chair) | ||||||
Equinox Gold Corp. (March 2020 to October 2020) | |||||||
Leagold Mining Corporation (May 2018 to March 2020) |
Daniel Racine (President and CEO) | |||||||
Age: 59
Ontario, Canada
Director since April 2021 / Not independent
Areas of expertise
•Mineral exploration
•Mining operations
•Risk management
•Sustainability
•Finance/Accounting
•Capital markets
•International business
•Governance
•Project management/Technical services
|
Mr. Racine joined Yamana in May 2014 and in August 2018 he was appointed President and Chief Executive Officer. From August 2012 until March 2014, Mr. Racine was President and Chief Operating Officer of Brigus Gold Corp. Prior to joining Brigus, Mr. Racine was Senior Vice President, Mining of Agnico-Eagle Mines Limited, where he was responsible for Agnico-Eagle's global mining operations. Mr. Racine joined Agnico-Eagle as a junior mining engineer in 1987, taking on progressively senior roles throughout his tenure, including LaRonde Mine Manager, Vice-President Operations Manager, and Senior Vice President Operations.
Mr. Racine holds a Bachelor of Mining Engineering degree from Laval University. He is a registered engineer with L'Ordre des Ingenieurs du Quebec, a professional engineer with Professional Engineers Ontario and a member of the Ontario Society of Professional Engineers.
| ||||||
2021 meeting attendance
| % |
2021 compensation
| |||||
Board of directors | 17/17 | 100 | President and CEO total compensation | $ | 4,952,016 | ||
Amount received as RSUs/PSUs | $ | 2,028,971 | |||||
RSUs/PSUs of total compensation | 41 | % | |||||
RSUs/PSUs of total bonus | 61 | % | |||||
2021 director voting results
| |||||||
% voted for
| 97.03% | ||||||
Yamana shares |
DSUs/ RSUs | Total |
Total market value |
Total book value | |||
Share ownership | 707,059 | 472,359 | 1,179,418 | $ | 5,790,942 | $ | 4,366,098 |
Share ownership guidelines |
Currently holds 5.5x his annual base salary and exceeds his 3x requirement
| ||||||
Other public company boards and board committees during the last five years | |||||||
Jane Sadowsky | |||||||
Age: 60
New York, United States
Company director
Director since September 2014 / Independent
Areas of expertise
•Other extractive industries
•Risk management
•Finance/Accounting
•Capital markets
•International business
•Governance
|
Jane Sadowsky retired from Evercore Partners as a Senior Managing Director and Head of the Power & Utility Group in 2011, after more than 22 years as an investment banker. Prior to Evercore Partners, she was a Managing Director and Group Head at Citigroup's Investment Bank and began her investment banking career at Donaldson, Lufkin & Jenrette. In addition to a broad and diverse range of finance and deal-related expertise, Ms. Sadowsky has sector expertise in power and utilities and the related fields of commodities, renewables, power technology, infrastructure and energy. She brings depth of knowledge and experience in mergers and acquisitions, public and private debt and equity, corporate restructurings and cross-border transactions. While at Evercore and Citigroup, she was responsible for strategy and resultant P&L, for managing people and for internal and external collaboration. She participated in or led global committees including compensation, fairness and valuation, diversity, mentoring and recruiting. Ms. Sadowsky has provided expert testimony in numerous US jurisdictions and the World Court. Since retiring, Ms. Sadowsky has served as the Managing Partner for Gardener Advisory LLC, which provides consulting and advisory services, and as a Senior Advisor on diversity and inclusion at Moelis & Company, a global investment bank. Ms. Sadowsky presents and teaches at the National Association of Corporate Directors (NACD) as well as other governance forums. Ms. Sadowsky earned her MBA from the Wharton School and her BA in Political Science and International Relations from the University of Pennsylvania. Ms. Sadowsky is an NACD Board Leadership Fellow and currently sits on the board, audit committee and compensation, nominating and governance committee of Nexa Resources S.A. | ||||||
2021 meeting attendance
| % |
2021 compensation
| |||||
Board of directors | 17/17 | 100 | Total compensation | $ | 239,000 | ||
Audit committee | 4/4 | 100 | Amount received as DSUs | $ | 175,000 | ||
Corporate governance and nominating committee (chair) | 3/3 | 100 | DSUs of total compensation | 73 | % | ||
2021 director voting results
| |||||||
% voted for
| 97.10 | % | |||||
Yamana shares | DSUs | Total | Total market value | Total book value | |||
Share ownership | 34,950 | 415,149 | 450,099 | $ | 2,209,986 | $ | 1,484,225 |
Share ownership guidelines |
Currently holds 12.6x the annual board retainer and meets the 3x requirement.
| ||||||
Other public company boards and board committees during the last five years | |||||||
Nexa Resources S.A. (since January 2018) | Audit, Compensation, nominating and governance | ||||||
Petrofac Limited (November 2016 to May 2017) | Audit, Nomination and governance |
Dino Titaro | |||||||
Age: 70
Ontario, Canada
Company director
Director since August 2005 / Independent
Areas of expertise
•Mineral exploration
•Mining operations
•Risk management
•Sustainability
•Capital markets
•International business
•Governance
•Project management/Technical services
|
Dino Titaro has over 30 years of international experience, having been involved in project management, feasibility studies, reserve estimation, due diligence studies, valuation studies, social and environmental permitting processes for mine construction and development and related risk management, as well as operational experience in the gold sector. He is the founder of Carpathian Gold Inc., a public mineral exploration company listed on the TSX, and was the President and Chief Executive Officer from January 2003 to January 2014 and a director from January 2003 to August 2014. From 1986 to 2003, Mr. Titaro was the principal owner and President and Chief Executive Officer of A.C.A. Howe International Limited, a geological and mining consulting firm. From 1980 to 1986, Mr. Titaro was employed by Getty Mines Limited in various supervisory roles as a geologist, working on base and precious metal projects as well as uranium, principally in resource definition stages. Mr. Titaro previously served as the President and is currently Chairman, director and member of the governance and nominating committee of Avidian Gold Corp. He is also a director of Galane Gold Ltd., Chair of the governance and nominating committee, and member of the audit and compensation committee. Mr. Titaro has been a director and officer of several publicly traded companies in the mining, industrial and health care technology fields. Mr. Titaro holds a Master of Science degree in Geology from the University of Western Ontario. He is also a qualified person as defined by National Instrument 43-101 and is a registered P.Geo in Ontario. | ||||||
2021 meeting attendance
| % |
2021 compensation
| |||||
Board of directors | 17/17 | 100 | Total compensation | $ | 253,750 | ||
Compensation committee (chair) | 6/6 | 100 | Amount received as DSUs | $ | 87,500 | ||
Corporate governance and nominating committee | 3/3 | 100 | DSUs of total compensation | 34 | % | ||
Sustainability committee | 2/2 | 100 | |||||
2021 director voting results
| |||||||
% voted for
| 92.27 | % | |||||
Yamana shares | DSUs | Total | Total market value | Total book value | |||
Share ownership | 14,000 | 257,245 | 271,245 | $ | 1,331,813 | $ | 1,233,710 |
Share ownership guidelines |
Currently holds 7.6x the annual board retainer and meets the 3x requirement
| ||||||
Other public company boards and board committees during the last five years | |||||||
Avidian Gold Corp. (since December 2017) | Governance and nominating (Chair) | ||||||
Galane Gold Ltd. (since June 2019) |
Audit and Compensation, Governance and nominating (Chair) |
Director
| Board | Audit committee | Compensation committee | Corporate governance and nominating committee | Sustainability committee | |||||
Number | % | Number | % | Number | % | Number | % | Number | % | |
John Begeman | 17/17 | 100 | 4/4 | 100 | - | - | - | - | 2/2 | 100 |
Christiane Bergevin | 17/17 | 100 | - | - | 6/6 | 100 | 3/3 | 100 | - | - |
Alexander Davidson | 17/17 | 100 | - | - | - | - | - | - | 2/2 | 100 |
Richard Graff | 17/17 | 100 | 4/4 | 100 | 6/6 | 100 | - | - | - | - |
Kimberly Keating | 17/17 | 100 | - | - | 6/6 | 100 | - | - | 2/2 | 100 |
Peter Marrone
| 17/17 | 100 | - | - | - | - | - | - | - | - |
Daniel Racine | 17/17 | 100 | - | - | - | - | - | - | - | - |
Jane Sadowsky
| 17/17 | 100 | 4/4 | 100 | - | - | 3/3 | 100 | - | - |
Dino Titaro
| 17/17 | 100 | - | - | 6/6 | 100 | 3/3 | 100 | 2/2 | 100 |
Overall attendance | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
Audit committee | |
Richard Graff (chair), John Begeman, andJane Sadowsky
100% independent, met four times in 2021
All members are financially literate. Richard Graff's strong accounting background and experience qualify him to be the committee's financial expert and meet the requirements under US securities laws.
| |
Primary responsibilities
Assists the board in fulfilling its financial reporting and control responsibilities to shareholders and the investment community:
•oversees our accounting and financial reporting processes and the audit of our financial statements, including the integrity of our financial statements, our compliance with legal and regulatory requirements and the qualifications and independence of the external auditors
•monitors our financial reporting processes and internal control systems
•oversees the external auditors, confirms their objectivity and independence, and approves the annual audit plan
•meets regularly with management and the external auditors
•reviews its committee charter at least once a year.
The committee has approved this report and is satisfied that it fulfilled the responsibilities of its mandate in 2021.
See page 12 for the fees paid to the external auditors in 2021 and 2020.
You can find more information about the audit committee in our 2021 annual information form under the heading Audit Committee, available on our website (www.yamana.com) and on SEDAR (www.sedar.com).
|
2021 highlights
•reviewed and approved the quarterly and annual financial results for recommendation to the board
•reviewed our procedures for complying with the Sarbanes-Oxley Act, including the effectiveness of internal controls during the COVID-19 pandemic
•reviewed our insurance programs and any potential impact on financial reporting
•monitored risk activity including tax issues, uninsured risks, counterparty risk, treasury risk, information technology risk and other business risks
•reviewed carrying value of mineral properties
•evaluated the qualifications, performance and independence of the external auditors
•reviewed related party risks
|
Compensation committee | |
Dino Titaro (chair), Kimberly Keating, Richard Graff, and Christiane Bergevin
100% independent, met five times in 2021
| |
Primary responsibilities
Responsible for recommending strategy, policies and programs for compensating directors and senior management:
•oversees Yamana's compensation program including the incentive and retirement plans
•reviews the total compensation package for executives, including equity compensation, Yamana's performance against its business goals and objectives, executive salary levels in the mining and other relevant industries, and makes recommendations to the board
•considers executive compensation recommendations, our peer group and industry data, and makes recommendations to the board
•prepares a report on executive compensation every year for developing the management information circular and reviews all executive compensation disclosure before it is publicly disclosed
•reviews and recommends director compensation
•reviews its committee charter at least once a year.
The committee has approved this report and is satisfied that it fulfilled the responsibilities of its mandate in 2021.
|
2021 highlights
•considered the existing compensation program to ensure the framework continues to be in line with effective compensation practices
•reviewed trends in executive and director compensation and governance including policies of various governance organizations, including the Canadian Coalition for Good Governance, Institutional Shareholder Services and Glass Lewis
•set target compensation for the Executive Chairman, President and CEO and other named executives and recommended decisions for 2021 compensation to the board for approval
•reviewed the compensation discussion and analysis section of the management information circular
•as driven by the Executive Chairman, approved the addition of a Climate Action component to the overall short-term incentive scorecard, representing 5% of the overall total weighting
|
Corporate governance and nominating committee
| |
Jane Sadowsky (chair), Christiane Bergevin, and Dino Titaro
100% independent, met three times in 2021
| |
Primary responsibilities
Develops Yamana's corporate governance policies and practices, assesses board and committee effectiveness, and leads the process for recruiting and appointing directors and ensuring their ongoing development:
•recommends corporate governance policies, practices and procedures
•reviews the code of conduct and other corporate governance policies, and ensures the effectiveness of management's system for enforcing and monitoring compliance
•assesses shareholder proposals to be included in the management information circular and makes recommendations to the board
•assesses board and committee effectiveness and the contribution of individual directors
•ensures the board has an appropriate number of independent directors and that its size and composition are appropriate for effective decision-making
•recommends selection criteria for director searches and for those nominated for election each year
•leads director searches including retaining a search firm when necessary
•oversees the director orientation and continuing education programs
•reviews its committee charter at least once a year.
The committee has approved this report and is satisfied that it fulfilled the responsibilities of its mandate in 2021.
|
2021 highlights
•considered crisis management during COVID-19
•reviewed current trends in corporate governance
•monitored policies distributed by various governance organizations, including the Canadian Coalition for Good Governance, Institutional Shareholder Services and Glass Lewis
•administered the director's self-assessment, standing committee and peer assessment questionnaires
•considered the skills matrix for the board
•considered education topics for the board
•reviewed the governance section of the management information circular
|
Sustainability committee | |
John Begeman (chair), Alexander Davidson, Dino Titaro and Kimberly Keating
100% independent, met four times in 2021
| |
Primary responsibilities
Assists the board in overseeing sustainability, environmental, health and safety, and tailings management matters:
•helps the board develop a corporate culture of environmental responsibility and awareness about the importance of health and safety
•identifies the principal risks and impacts related to health, safety and the environment, and ensures sufficient resources are allocated to address them
•oversees our corporate health, safety and environmental policies and management systems to ensure compliance with applicable laws and best management practices
•counsels management in developing policies and standards as appropriate
•reviews management's activities in maintaining appropriate internal and external operational, health, safety and environmental audits, and reviews the results
•conducts site visits, including tailings management areas
•reviews any compliance issues and incidents to determine, on behalf of the board, that we are taking all necessary action and have been duly diligent in carrying out our responsibilities and activities
•investigates or arranges an investigation of any unusual health, safety and environmental performance
•reviews monthly and annual sustainability, health, safety and environmental reports
•reviews and approves annual disclosure relating to our sustainability, health, safety and environmental policies and activities
•reviews its committee charter at least once a year.
The committee has approved this report and is satisfied that it fulfilled the responsibilities of its mandate in 2021.
|
2021 highlights
•conducted monthly reviews and monitored reports by the safety, health, environment and community department
•reviewed tailings management
•reviewed the Material Issues Report, our annual sustainability report, which is available on our website
•reviewed the sustainability section of the management information circular
|
Our governance practices................................................................................. |
27 |
About the board................................................................................................ |
30 |
Serving as a director......................................................................................... |
39 |
Director compensation..................................................................................... |
44 |
What we do
| |
P |
Board independence. The majority of our board is independent. The board has a Lead Director to provide independent leadership to the independent directors. All four board committees are independent
|
P |
Majority voting. We have a majority voting policy for electing directors to the board
|
P |
Share ownership requirements. We require directors and executives to own Yamana equity to reinforce their commitment and to align with shareholders' interests, and set minimum requirements for executive vice-presidents and senior vice-presidents
|
P |
Diversity policy. We have a formal diversity policy for the board and management that includes, among other categories, gender diversity
|
P |
Formal position descriptions. We have formal position descriptions for the Executive Chairman of the Board, Lead Director, each committee chair and the CEO and CFO roles
|
P |
Succession planning. We continually monitor our succession planning for senior executives, the CEO and the board
|
P |
Qualified board. We have a skills matrix to assess board composition and prospective director candidates
|
P |
Retirement policy. We have a director retirement policy to ensure appropriate tenure and board refreshment. We also have an employee retirement policy for succession planning
|
P |
Formal assessment. The board conducts a formal assessment of board and committee effectiveness and the contribution of individual directors. The board also assesses the performance of the Executive Chairman, CEO and other named executives
|
P |
Ethical conduct. Our code of conduct applies to directors, officers and employees and any party acting on our behalf or representing us (contractors, agents, or consultants)
|
P |
Shareholder engagement. We expanded our shareholder engagement program and are committed to ongoing engagement
|
P |
Related party transactions. Our related party transactions policy states that the independent and disinterested members of the board are responsible for reviewing and evaluating related party transactions. The policy sets out definitions and factors that the independent board members will consider when reviewing a related party transaction.
|
P |
Accessible board. Shareholders, employees and others can contact the Executive Chairman, CEO, Lead Director and members of the board of directors
|
What we don't do | |
x |
No dual class shares. We do not have dual class shares or non-voting shares
|
x |
No slate voting. Shareholders can vote for or withhold their vote for individual directors
|
Richard Graff was appointed Lead Director on September 30, 2017. Mr. Graff is currently the chair of the audit committee and is recognized as a leading expert in financial accounting and practices for mining companies. Mr. Graff has consistently demonstrated his knowledge of the mining industry and has made valuable contributions to the oversight of Yamana, serving on our board since 2007 (see his profile on page 18). |
Board of directors
|
Corporate
|
Site
|
The board oversees strategy, governance and risk, including risks and opportunities associated with ESG factors, including climate change.
The Executive Chairman drives and facilitates ESG policy development and the implementation of directives, in consultation with the board and with the support of the President and CEO and the Senior Vice President, Health, Safety and Sustainable Development (HSSD).
The board's sustainability committee oversees all aspects of health, safety and sustainability matters. It reviews policies, compliance issues and incidents, and ensures we have been diligent in carrying out our responsibilities and activities.
You can read more about the sustainability committee and its 2021 activities on page 26.
|
The HSSD team is led by the Senior Vice President, HSSD, who has responsibility for the majority of ESG factors. This position reports directly to the President and CEO.
The HSSD team implements policy and strategy, and facilitates dialogue with external stakeholders. It also collaborates with our mine sites to co-develop standards and procedures and share best practices - any policy or strategy modifications are reviewed by our general managers, regional directors, the senior executive team and the board.
The HSSD team provides regular reports on key environmental indicators to senior executives and the board. The Director of Tailings Management has an indirect reporting line to the Executive Chairman on behalf of the board and a direct reporting line to the Senior Vice President, HSSD.
|
Each mine site has an HSSD team as well as a committee that is chaired by the site's general manager. The HSSD team reports regularly to the site's general manager, regional HSSD directors and the corporate HSSD team. In addition to the HSSD teams, each site also has a committee that meets at least monthly to discuss HSSD issues and solutions and other operational practices. The committees monitor the effectiveness and performance of their site's sustainability programs and report any material issues to the general manager, who escalates matters as necessary. |
Business ethics and human rights | Health and safety | Community relations and social license | Water management | Tailings and waste management | Climate change | Biodiversity | Closure |
Operating ethically is integral to how we do business, and our work with local stakeholders is guided by the UN's Protect, Respect and Remedy Framework on Human Rights. | We focus on preventative or 'leading' performance measures, and are continuously working towards a health and safety culture of collective responsibility and accountability. | We proactively engage with stakeholders about issues that matter to them, collectively manage risks and impacts, and maximize community benefits. | We work to reduce our consumption of fresh water and maximize the reuse and recycling of mine water while minimizing discharges to the environment. | Our tailings management system incorporates evolving international best practice, allowing operations and the corporate office to manage and mitigate tailings-related risks. | Our operations' balance improves energy use and reduces greenhouse gas emissions while also adapting to and mitigating the impacts related to climate change. Our Climate Action Strategy defines our commitment to a low-carbon future. | Our sites use baseline biodiversity and environmental studies to inform their reclamation activities and minimize their impact on the biodiversity of the area around the site. | We have a comprehensive mine closure plan for each operation and clear guidelines on accounting for closure costs. |
The board
The board has overall responsibility for risk oversight and each board committee is responsible for overseeing risk in particular aspects of our business.
The Executive Chairman has ultimate oversight of all elements of risk and, together with the board, defines the desired strategy and approach to mitigation.
|
Board committees
Each of the board's standing committees is responsible for overseeing risk in particular aspects of our business. The board also has an advisory committee that focuses on risk oversight (see below).
|
Management
Our Vice President, Risk Management leads our risk management activities across Yamana and reports directly to the CFO.
|
The board has an ad hoc advisory committee that focuses on risk oversight and meets when necessary. The opportunities and risks committee assists the board in overseeing corporate opportunities and the risk management framework. Specific activities include assessing any corporate activities and opportunities brought to the company, reviewing and assessing our risk management framework and critical risk management policies, and monitoring Yamana's risk profile. The committee is chaired by the Executive Chairman and has four other members. |
Diversity policy
Our diversity policy establishes our commitment to the principles of diversity and inclusion when considering candidates for the board and senior leadership. We consider all forms of diversity, including the level of representation of women, Indigenous peoples, persons with disabilities and members of visible minorities, age, culture and geographic background in conjunction with other factors such as experience, skills, capability and other relevant qualifications when assessing potential director candidates. The board works with the corporate governance and nominating committee when assessing candidates and considers all of these characteristics, consistent with our diversity policy.
Our diversity policy specifically includes Indigenous peoples, persons with disabilities and members of visible minorities. We have gender targets for the board but have not currently set any other targets. We are currently discussing our approach to targets in the context of our recruitment practices for directors, and recruitment and hiring practices for management and employees.
|
2021 | 2020 | 2019 | ||||
Number of female directors | 3 | 3 | 4 | |||
% of female directors | 43 | % | 43 | % | 40 | % |
2021 | 2020 | 2019 | ||||
Canada | 67 | % | 67 | % | 63 | % |
US | 33 | % | 33 | % | 37 | % |
Evolving our diversity program
Yamana is committed to diversity and inclusion at all levels of our organization, but we recognize there is room to improve. We are currently evaluating new initiatives aimed at increasing gender diversity at all levels of the company.
In 2021, we released our diversity and inclusion statement which includes our commitment and objectives around a diverse workplace.
We are in the process of developing diversity and inclusion goals and initiatives that we intend to implement across the organization. These are currently organized into three areas:
1. Create awareness
2. Build and maintain a diverse workforce
3. Cultivate and support an inclusive culture.
|
2021 | 2020 | 2019 | ||||
Senior vice presidents | 1 | 1 | 1 | |||
Vice presidents | 2 | 2 | 2 | |||
Directors | 13 | 10 | 9 | |||
% of women in management | 35 | % | 26 | % | 24 | % |
John Begeman | Christiane Bergevin | Alexander Davidson | Richard Graff | Kimberly Keating | Peter Marrone | Daniel Racine | Jane Sadowsky | Dino Titaro |
Board experience | ||||||||
Board experience | ||||||||
Audit committee experience | ||||||||
Governance committee experience | ||||||||
Sustainability committee experience | ||||||||
Compensation committee experience | ||||||||
Business experience | ||||||||
Senior level executives | ||||||||
Mineral exploration - experience in and understanding of mineral exploration activities | ||||||||
Mining operations - experience in and understanding of mining operations | ||||||||
Other extractive industries - experience in and understanding of natural resources other than what the company produces | ||||||||
Risk management - knowledge or experience in identifying, assessing and managing risks as they relate to the extractive industry | ||||||||
Sustainability - understanding risks, understanding government regulations, and experience in health, safety, environment and community matters in the extractive industry | ||||||||
Finance / Accounting - understanding of financial statements and internal controls | ||||||||
Capital markets - experience or understanding of financial markets and how debt and equity capital are used as a financing resource | ||||||||
International business - experience in business dealings in a number of different countries, including dealing with governments, legislation, opportunities and risks in different cultures | ||||||||
Governance - experience in overseeing the consistent application and accountability of commonly agreed policy and guidelines within an organization | ||||||||
Project management / Technical services - experience in the planning and oversight of projects from development, planning, scheduling, contract administration and construction |
Date | Presenter | Topic | Directors attended |
February 26, 2021 | Deloitte/Yamana | Innovation in Mining | Peter Marrone, John Begeman, Christiane Bergevin, Alex Davidson, Richard Graff, Kimberly Keating, Jane Sadowsky, Dino Titaro |
March 23, 2021 | Yamana | Mineral Resources and Mineral Reserves - Estimation Process/Market Update | Peter Marrone, John Begeman, Christiane Bergevin, Alex Davidson, Richard Graff, Kimberly Keating, Jane Sadowsky, Dino Titaro |
March 23, 2021 | Laurel Hill | Governance Review/Board Refreshment Trends | Peter Marrone, John Begeman, Christiane Bergevin, Alex Davidson, Richard Graff, Kimberly Keating, Jane Sadowsky, Dino Titaro |
April 30, 2021 | EY/Yamana | Risk Management: Cyber Security Update and Yamana Cyber Security Program Update | Peter Marrone, John Begeman, Christiane Bergevin, Alex Davidson, Richard Graff, Kimberly Keating, Daniel Racine, Jane Sadowsky, Dino Titaro |
• Agnico Eagle Mines Limited | • IAMGOLD Corporation |
We use the same peer group to benchmark executive compensation. See page 60 to read more about the selection criteria.
|
• Alamos Gold Inc. | • Kinross Gold Corporation | |
• B2Gold Corp. | • Kirkland Lake Gold Ltd. | |
• Barrick Gold Corporation | • Lundin Mining Corporation | |
• Centerra Gold Inc. | • Newmont Corporation | |
• First Quantum Minerals Ltd. | • Pan American Silver Corp. | |
• Teck Resources Limited |
Component | |||
Retainers
| |||
Annual board retainer (all directors except the Executive Chairman) | $ | 175,000 | (minimum of 50% paid in DSUs) |
Additional fee (for Lead Director) | 30,000 | ||
Committee chair retainers
| |||
• Audit committee | $ | 20,000 | |
• Compensation Committee | 20,000 | ||
• Corporate governance and nominating committee | 12,500 | ||
• Sustainability committee
| 12,500 | ||
Meeting fees (for each meeting attended)
| |||
• Board | $ | 2,000 | |
• Audit committee chair | 2,000 | ||
• Audit committee member | 2,250 | ||
• Compensation committee chair | 2,000 | ||
• Compensation committee member | 2,250 | ||
• Corporate governance and nominating committee chair | 1,500 | ||
• Corporate governance and nominating committee member | 1,750 | ||
• Sustainability committee chair | 1,500 | ||
• Sustainability committee member | 1,750 | ||
Consulting fees (per diem, at mine site)
| $ | 2,000 |
Director since
|
Common shares held1 (#)
|
Common shares held1 ($)
|
DSUs held1 (#)
|
DSUs held1 ($)
| Book value of holdings ($) |
Market value of holdings1 ($)
|
Meets requirements
|
Current holdings (as a multiple of annual board retainer)
| |
John Begeman2
| May 2, 2007 | 10,431 | 51,216 | 276,846 | 1,359,314 | 1,330,350 | 1,410,530 | Yes | 8.1 |
Christiane Bergevin2
| September 1, 2014 | - | - | 415,149 | 2,038,382 | 1,383,938 | 2,038,382 | Yes | 11.6 |
Alexander Davidson
| August 31, 2009 | 8,200 | 40,262 | 289,400 | 1,420,954 | 1,366,434 | 1,461,216 | Yes | 8.3 |
Richard Graff
| October 16, 2007 | 43,949 | 215,790 | 257,245 | 1,263,073 | 1,382,162 | 1,478,863 | Yes | 8.5 |
Kimberly Keating | February 15, 2017 | - | - | 228,740 | 1,123,113 | 739,407 | 1,123,113 | Yes | 6.4 |
Peter Marrone3,4
| July 31, 2003 | 2,684,311 | 13,179,967 | 3,880,413 | 19,052,828 | 43,151,754 | 32,232,795 | Yes | 25.7 |
Daniel Racine3,4
| April 29, 2021 | 707,059 | 3,471,660 | 472,359 | 2,319,283 | 4,366,098 | 5,790,942 | Yes | 5.5 |
Jane Sadowsky2
| September 1, 2014 | 34,950 | 171,605 | 415,149 | 2,038,382 | 1,484,225 | 2,209,986 | Yes | 12.6 |
Dino Titaro
| August 5, 2005 | 14,000 | 68,740 | 257,245 | 1,263,073 | 1,233,710 | 1,331,813 | Yes | 7.6 |
Average director holdings as a multiple of annual board retainer | 10.5 |
Fees earned ($)
|
Share-based awards ($)
|
Option-based awards ($)
|
Non-equity incentive plan compensation ($)
|
All other compensation ($)
|
Total compensation ($)
| |
John Begeman
| 58,500 | 175,000 | - | - | - | 233,500 |
Christiane Bergevin
| 52,750 | 175,000 | - | - | 4,000 | 231,750 |
Alexander Davidson
| 125,000 | 87,500 | - | - | - | 212,500 |
Richard Graff
| 197,000 | 87,500 | - | - | - | 284,500 |
Kimberly Keating
| 138,500 | 87,500 | - | - | - | 226,000 |
Jane Sadowsky
| 64,000 | 175,000 | - | - | - | 239,000 |
Dino Titaro
| 162,250 | 87,500 | - | - | 4,000 | 253,750 |
Retainers
|
Meeting fees
| Total fees earned ($) | |||
Board ($) | Committee chair ($) | Board meetings ($) | Committee meetings ($) | ||
John Begeman
| - | 12,500 | 34,000 | 12,000 | 58,500 |
Christiane Bergevin
| - | - | 34,000 | 18,750 | 52,750 |
Alexander Davidson
| 87,500 | - | 34,000 | 3,500 | 125,000 |
Richard Graff1
| 87,500 | 50,000 | 38,000 | 21,500 | 197,000 |
Kimberly Keating
| 87,500 | - | 34,000 | 17,000 | 138,500 |
Jane Sadowsky
| - | 12,500 | 38,000 | 13,500 | 64,000 |
Dino Titaro
| 87,500 | 20,000 | 34,000 | 20,750 | 162,250 |
Option-based awards
|
Share-based awards
| ||||||
Number of securities underlying unexercised options (#)
|
Option exercise price ($)
|
Option expiration date
|
Value of unexercised in-the-money options ($)
|
Number of shares or units of shares that have not vested (#)
|
Market or payout value of share-based awards that have not vested ($)
|
Market or payout value of share-based awards not paid out or distributed ($)
| |
John Begeman
| - | - | - | - | - | - | 1,162,753 |
Christiane Bergevin
| - | - | - | - | - | - | 1,743,626 |
Alexander Davidson
| - | - | - | - | - | - | 1,215,480 |
Richard Graff
| - | - | - | - | - | - | 1,080,429 |
Kimberly Keating
| - | - | - | - | - | - | 960,708 |
Jane Sadowsky
| - | - | - | - | - | - | 1,743,626 |
Dino Titaro
| - | - | - | - | - | - | 1,080,429 |
Option awards - value vested during the year ($)
|
Share awards - value earned during the year ($)
|
Non-equity incentive plan compensation - value earned during the year ($)
| |
John Begeman
| - | 175,000 | - |
Christiane Bergevin
| - | 175,000 | - |
Alexander Davidson
| - | 87,500 | - |
Richard Graff
| - | 87,500 | - |
Kimberly Keating
| - | 87,500 | - |
Jane Sadowsky
| - | 175,000 | - |
Dino Titaro
| - | 87,500 | - |
Message from the chair of the compensation committee |
49 |
Compensation discussion and analysis |
53 |
-Executive compensation framework
| 53 |
-Compensation governance
| 54 |
-Compensation philosophy
| 59 |
-Compensation benchmarking
| 60 |
-Elements of executive compensation and decisions for 2021
| 61 |
-CEO compensation profile
| 79 |
-Share performance
| 81 |
2021 Compensation details
| 84 |
-Summary compensation table
| 84 |
-Cost of management analysis
| 86 |
-Outstanding share-based and option-based awards
| 86 |
-Retirement benefits
| 91 |
-Termination and double trigger change of control
| 92 |
Target compensation
|
For 2021, Mr. Marrone was eligible for target total compensation of $8,414,323, including a base salary of $1,678,750, a target short-term incentive award of 125% of salary ($2,098,438), a target long-term incentive award of 225% of salary ($3,777,188), pension of $566,578 (15% of salary + target short-term incentive) and all other compensation of $293,370 (3-year average).
|
Calculated compensation
|
Applying the compensation framework, Mr. Marrone's calculated total compensation was $8,776,303, equal to 104% of target for the year.
|
Actual compensation
|
Following a further review of company performance, within the context of informed judgment, with support from the board, Mr. Marrone elected to reduce his short-term incentive award by 15% and to reduce his long-term incentive grant value by 23%. Applying these adjustments, actual total compensation was $7,579,577, equal to 90% of target and 86% of calculated total compensation.
|
Target compensation |
For 2021, Mr. Racine was eligible for target total compensation of $5,272,276, including a base salary of $1,060,900, a target short-term incentive award of 125% of salary ($1,326,125), a target long-term incentive award of 225% of salary ($2,387,025), pension of $358,054 (15% of salary + target short-term incentive) and all other compensation of $140,173 (3-year average).
|
Calculated compensation |
Applying the compensation framework, Mr. Racine's calculated total compensation was $5,501,034, equal to 104% of target for the year.
|
Actual compensation |
Similar to Mr. Marrone (above), following a further review of company performance, within the context of informed judgment, with support from the board, Mr. Racine elected to reduce both his short-term incentive award and long-term incentive grant value by 15%. Applying these adjustments, actual total compensation for 2021 was $4,952,016, equal to 94% of target and 90% of calculated total compensation.
|
Operating cash flow before
and after working capital
|
Operating cash flow after sustaining capital
|
Operating cash flow after sustaining, expansionary and exploration capital
|
•Most stable measure of cash flow returns on capital
•Sets a baseline for assessment of other cash flow measures
|
•Returns tend to vary over time
•Reinforces discipline on regular capital investment
•Volatility of returns can be mitigated through stable production growth
|
•Most volatile measure
•Reflects success of investing and creating value over the longer term
|
Human resources/ compensation | Governance | Finance |
Operations/ mining |
Senior business executive | |
Dino Titaro (chair) | P | P | P | P | |
Kimberly Keating | P | P | P | ||
Richard Graff | P | P | P | P | P |
Christiane Bergevin | P | P | P | P |
What we do
| |
P |
Benchmark to industry peers. We benchmark compensation to a group of peer companies in the mining industry to ensure compensation is fair and competitive with the market
|
P |
Position target compensation around market median. We target compensation at the median of our compensation peer group for expected levels of performance
|
P |
Align executive and shareholder interests. We require senior executives (senior vice presidents and above) to own Yamana equity to align their interests with those of our shareholders
|
P |
Deliver the majority of total compensation in 'at-risk' elements. Most of what we pay our executives is variable (at risk) and not guaranteed (all but base salary)
|
P |
Pay for performance. We link compensation to corporate, individual and share price performance over multiple time horizons. At least 50% of the long-term incentive is granted as PSUs
|
P |
Use a disciplined approach to assess performance. We use specific measures and a pre-defined range of performance to calculate short-term awards and determine long-term incentive grants
|
P |
Cap the value of incentive compensation. We have caps in place to limit payouts of incentive awards
|
P |
Retain an independent compensation advisor. The compensation committee is made up of independent directors and retains an independent advisor for external, third-party advice
|
P |
Use informed judgment. The committee and board can use reasonable judgment to adjust the performance factors for the short-term and long-term incentive awards, including downward to ensure alignment with shareholder interests
|
P |
Engage directly with shareholders. We engage directly with shareholders on executive compensation and other matters
|
P |
Provide shareholders with a 'say on pay'. We hold an annual advisory shareholder vote on executive compensation to receive feedback on this important issue
|
P |
Align variable compensation with TSR. We modify final short-term and long-term incentive performance scores to align with Yamana's 1-, 3- and 5- year relative total shareholder return position against a group of peer companies to ensure alignment between executive compensation and performance
|
What we don't do (see page 35 for details)
| |
x |
No hedging. We do not allow hedging of Yamana securities by any director, officer or employee
|
x |
No re-pricing. We do not re-price stock options or other equity incentives
|
x |
No clawback policy. We continue to monitor regulatory developments in our governing jurisdictions, but we do not currently have a policy.
|
Compensation advisory services |
2021
|
2020
| ||
Executive compensation-related fees - Willis Towers Watson
| $ | 77,734 | $ | 102,294 |
Executive compensation-related fees - Southlea Group | $ | 28,250 | $ | - |
All other fees | $ | - | $ | - |
Total fees (C$) | $ | 105,984 | $ | 102,294 |
Target
|
Salary
($)
|
Common
shares held 1
(#/$)
|
RSUs / DSUs
held 2
(#/$)
| Book Value of holdings ($) |
Market value of holdings 3 ($)
|
Meets requirements
|
Current holdings
(as a multiple of base salary)
| |||
Peter Marrone
Executive Chairman
| 3x | 1,678,750 | 2,684,311 | 13,179,967 | 3,880,413 | 19,052,828 | 43,151,754 | 32,232,795 | Yes | 25.7 |
Daniel Racine
President and Chief Executive Officer
| 3x | 1,060,900 | 707,059 | 3,471,660 | 472,359 | 2,319,283 | 4,366,098 | 5,790,942 | Yes | 5.5 |
Jason LeBlanc
Senior Vice President, Finance and Chief Financial Officer
| 2x | 413,750 | 194,546 | 955,221 | 134,374 | 659,776 | 1,262,028 | 1,614,997 | Yes | 3.9 |
Yohann Bouchard
Senior Vice President and Chief Operating Officer
| 2x | 413,750 | 221,236 | 1,086,269 | 134,387 | 659,840 | 1,480,033 | 1,746,109 | Yes | 4.2 |
Gerardo Fernandez
Senior Vice President, Corporate Development
| 2x | 413,750 | 246,874 | 1,212,151 | 134,390 | 659,855 | 1,657,883 | 1,872,006 | Yes | 4.5 |
Average executive holdings as a multiple of annual salary | 8.8 |
Beginning of the year
Our compensation decision-making process starts at the beginning of each year, when we assess and confirm our compensation philosophy, program guidelines and structure. We also choose performance measures and set targets for the short-term incentive plan that align with our strategy.
| |
1. Review compensation structure |
Review our overall compensation philosophy and structure for the named executives The compensation committee recommends any changes to the board for approval |
2. Confirm the peer group |
Review and confirm the selection criteria used to determine peer companies Review and confirm the composition of the compensation peer group, applying the selection criteria |
3. Establish performance measures |
Choose performance measures and set targets used to assess corporate performance for the short-term incentive plan and to determine the grant value of long-term incentive awards Monitor corporate performance against these measures throughout the year Individual objectives are also established for each named executive to assess their annual performance |
4. Assess risk and confirm approach |
Review the design of incentive plans and the selected performance measures to:
· consider potential payouts under different performance scenarios
· make sure our decision-making process, incentive plans and compensation levels do not give executives an incentive to take excessive risks or make inappropriate decisions
|
End of the year At the end of each year, we apply a rigorous process to assess performance and award compensation, which includes reviewing corporate, mine site and individual performance. The compensation committee, in consultation with its independent advisor, carries out the review and presents its recommendations to the board for review and approval. | |
5. Review performance |
Review corporate performance mid-year and at the end of the year. The compensation committee assesses the performance of the named executives throughout the year during specific business reviews and committee meetings The President and CEO completes a review of each named executive's individual performance against their objectives |
6. Review competitive position |
The independent advisor prepares a comprehensive report that includes the following:
· a review of our compensation peer group
· a comparison of named executive compensation relative to peers to determine the market positioning of
- base salary
- target total cash compensation
- target total direct compensation
- target pay mix
|
7. Review relative TSR performance |
At the discretion of the committee, variable compensation (short-term incentive and long-term incentive) alignment is further reviewed by comparing our relative total shareholder return (TSR) performance against the median of our compensation peer group. In applying the TSR modifier:
•STIP awards can be reduced by up to 40% if our one-year TSR is below the median of our compensation peer group
•LTIP grants can be reduced up to 40% if our three-year and/or five-year relative TSR (equally weighted) are below the median of our compensation peer group.
|
8. Review past pay levels | Review historical pay for performance for the named executives for the previous three years. |
9. Award compensation |
The Lead Director and the board review the Executive Chairman's performance. The committee reviews the president and CEO's performance, competitive positioning and past pay levels, consults with its independent advisor, and makes recommendations to the board for approval. The President and CEO reviews the performance and compensation of the other named executives, and recommends short-term incentive awards, long-term incentive grants, and the following year's salary for review and approval by the chair of the compensation committee (as delegated by the board). |
Criteria | Screening | Rationale |
Corporate structure | Publicly traded companies headquartered in Canada or the US | Our market for talent includes peer companies in Canada and the US |
Industry | 'Gold' or 'Diversified Metals & Mining' industries, focused primarily on the gold mining industry |
We typically source and lose executive talent from within the mining industry
Our gold mining peers face the same market environment and volatility challenges
|
Size | Similar in size to Yamana by revenue, market capitalization, assets, gold production and total production | Relative positioning of company size aligns with positioning of target compensation at the median of the competitive market |
Type of business | Similar in organizational complexity and international scope according to the number, life cycle and location of operating mines and exploration projects | We benchmark executive compensation to executive roles with similar scope of complexity and responsibility |
• Agnico Eagle Mines Limited | • IAMGOLD Corporation |
•All peers are publicly traded
•92% Canadian headquartered / 8% US
•All peers within the mining industry
− 69% Gold
− 31% Diversified Metals & Mining
•Across the various size measures, Yamana is positioned around the median of the sample
•All peers have complex operations with international mine sites (operating and / or exploration projects) outside North America
|
• Alamos Gold Inc. | • Kinross Gold Corporation | |
• B2Gold Corp. | • Kirkland Lake Gold Ltd. | |
• Barrick Gold Corporation | • Lundin Mining Corporation | |
• Centerra Gold Inc. | • Newmont Corporation | |
• First Quantum Minerals Ltd. | • Pan American Silver Corp. | |
• Teck Resources Limited |
Percentile |
Revenue (last fiscal year) ($M) |
Market capitalization (3 month average) ($M) |
Assets (last fiscal year) ($M) |
Gold production (last fiscal year) (000 ounces) |
Total production (last fiscal year) (000 ounces) * | |||
75th percentile
| $ | 9,127 | $ | 18,442 | $ | 31,979 | 2,083 | 2,083 |
Median | $ | 4,213 | $ | 9,495 | $ | 9,664 | 601 | 844 |
25th percentile
| $ | 2,066 | $ | 5,356 | $ | 4,583 | 149 | 232 |
Yamana | $ | 2,297 | $ | 5,020 | $ | 10,608 | 885 | 1,011 |
2020 base salary
($)
|
2021 base salary
($)
| |
Peter Marrone | 1,629,813 | 1,678,750 |
Daniel Racine | 1,030,000 | 1,060,900 |
Jason LeBlanc | 401,700 | 413,750 |
Yohann Bouchard | 401,700 | 413,750 |
Gerardo Fernandez | 401,700 | 413,750 |
Measure | Weight | Description | Rationale | ||
Operational | Gold production | 21.5 | % | Total ounces of gold produced |
Meeting production targets is our baseline to achieving our financial performance and demonstrates strength in our planning/execution cycle. As part of ongoing analysis, the relative weightings of gold and silver production are set each year to ensure that production of various metals is reflective of their contributions to the company based on proportional expected revenue generation by each metal. The Board will consider situations where there is over performance in the production of one metal to make allowances for any disparity this over-performance creates in the production of the other metal. |
25% weight | Silver production | 3.5 | % | Total ounces of silver produced | |
Financial | Cash flow | 10.0 | % | Total cash flow from operations before net change in working capital |
The ability to produce strong operating cash flow throughout the commodity price cycle ensures the sustainability of our business model and further guarantees that capital is consistently available to reinvest in the business and return to shareholders. Cash flows are affected by changes in metal prices, which are outside of our control.
|
27.5% weight | Total cash flow from operations after sustaining capital | ||||
Total cash flow from operations after sustaining capital, interest and dividend payments | |||||
Co-product all-in sustaining cash costs | 7.5 | % | All-in sustaining cost metrics |
We believe that co-product all-in sustaining cash costs are the best representation of the company's efficiency and reflect our ability to maintain a low cost structure and our flexibility to adjust to market conditions (such as changing commodity prices), resulting in positive margins to drive shareholder value. Increases in cash flows reflect improvements made across the portfolio to reduce costs as part of a focus on margin expansion. Co-product all-in sustaining cash costs are not affected by metal prices.
| |
Cash flow returns on invested capital | 10.0 | % |
Cash flow returns on invested capital (see page 51) in the current year compared to the average of the previous three years
| The company's objective is the maximization of cash flow returns on invested capital, first on producing and then non-producing assets. Within our producing portfolio, the focus remains on the growth of mineral reserves and mineral resources resulting in mine life extensions. For non-generating cash assets, we look at value and return maximization. We also consider alternative options for generating returns on the non-producing portion of our portfolio from the monetization of those assets. |
Exploration | Exploration indicators | 15.0 | % |
Across all indicators, consideration is given to the quality of new discoveries, taking into account the specific grade, proximity to mine, degree of difficulty to extract, and in relation to the corresponding life of mine position.
2021 indicators:
•mineral reserve replacement of gold and silver
•number of mines replacing ounces
•increase in mineral resources
•mine life index
•advancement of the generative exploration program
Mineral reserve and resource replacement and growth target is as of December 31.
We believe it is important to measure mineral reserve and resource replacement and growth globally and on a mine-by-mine basis.
We recognize that not all gold ounces have equal rating: the discovery and conversion of new ounces at producing mines may have more bearing than mineral reserves and resources elsewhere. The board will consider:
•the quality of the ounces
•where the ounces occur in relation to where they have been depleted
•whether the ounces are associated with any business development opportunities like a potential acquisition or sale of assets.
Life of mine index compares the year-over-year annual average company-wide life of mine based on proven and probable reserves.
Advancement of the generative exploration program
•Generate positive drill results on a Tier 2 project that will allow exploration to set an inferred resource target for 2021.
•Generate significant new drill intercepts in a new zone on either of the Tier 1 projects (Monument Bay, Lavra Velha) to demonstrate potential for a new mineralized zone.
| Mineral reserve and resource replacement and mineral reserve growth are key to maintaining and improving shareholder value. Mineral reserve replacement is an annual goal that is measured by the development of new resources that are evaluated for mineral reserve classification. It is common that mineral reserve growth may occur at one or several mines in one year and at other mines in subsequent years due to available new resources to convert, development plans and capital deployment decisions. As such, mineral reserve replacement on a corporate reporting scale is a notable achievement, and growth beyond that is aptly considered a stretch goal. |
15% weight |
Health, safety, and sustainable development (HSSD)
20% weight
| HSSD Performance Index | 5.0 | % |
The HSSD Performance Index includes:
a.operational HSSD improvement plans
b.Total Recordable Injury Frequency (TRIR)
c.significant HSSD incidents.
HSSD improvement plans represent most of the index. These are developed annually on a site-level basis, and approved corporately, focusing on leading indicators to improve performance on key health and safety, environment and community indicators.
To achieve target level performance, all sites must complete 90% of their HSSD improvement plan, have no fatalities or significant environmental or social incidents, and maintain the current TRIR of 0.49.
If all sites do not meet 90% of their HSSD improvement plan and/or there is a worsening of TRIR of greater than 5%, the score for this metric is zero.
A significant incident is a fatality, or a social or environmental incident at level 4 or higher. A fatality based on an industrial event at the mine, plant or otherwise related to operations would result in a failure to meet threshold level performance and score a zero on this measure.
| Our vision of "One Team, One Goal: Zero" is a clear indication that creating value includes managing any potential impacts we may have on our employees, our communities and the environment, and enhancing our social license. |
HSSD performance | 10.0 | % |
Well-implemented HSSD systems will reduce risk and improve our HSSD performance. We include the performance of our contractors in assessing our overall health and safety performance.
2021 indicators:
Site-specific (all sites must comply for the indicator to be considered completed)
1. Closeout of planned incident investigations (ICAM)
Corporate
2. Implementation of Year 2 Towards Sustainable Mining (TSM) requirements, including tailings protocols
3. Implementation of Year 2 Responsible Gold Mining Principles
4. Implementation of a Sustainable Development Goals (SDG) framework for monitoring and measuring community well-being (pilot)
5. Public disclosure against CDP Water and Forest protocols
|
Climate Change | 5.0 | % |
Progress is assessed against the seven process objectives in our Climate Action Strategy:
1. Obtain approval of the proposed climate approach
2. Adopt corporate medium- and long-term climate-related targets
3. Establish a Climate Working Group
4. Retain a third-party expert advisory firm to establish emissions baseline and identify abatement pathways
5. Develop site-level abatement roadmaps, in collaboration with operations
6. Develop climate change strategy document
7. Disclose against the Taskforce on Climate-related Financial Disclosures (TCFD) framework
|
Business and corporate development | Strategic initiatives | Demonstrate value accretion |
Business and corporate development initiatives supporting the corporate strategy for 2021.
|
12.5% weight | Project development |
Operational (25%)
|
Financial
(27.5%)
|
Exploration (15%)
|
Health, safety, and sustainable development
(20%)
|
Business and corporate development
(12.5%)
|
Total (100%)
| |||||||
Score | 28.5 | % | 43.8 | % | 25.9 | % | 30.0 | % | 15.6 | % | 143.8 | % |
Operational (25% weight) | 28.5 | % | ||||||||||||
Threshold 50% |
Target 100% |
Stretch 150% |
Maximum 200% | Result | Achievement | Weight | Score | |||||||
Gold production
(000 ounces)
| 830 | 874 | 896 | 918 | 885 | 124 | % | x | 21.5 | % | = | 26.7 | % | |
Silver production
(000 ounces)
| 9,364 | 9,857 | 10,104 | 10,350 | 9,169 | 50 | % | x | 3.5 | % | = | 1.8 | % | |
Record annual GEO production of 1,011,180 GEO from Yamana mines exceeded guidance of 1,000,000 GEO, and the prior year's 901,155 GEO. 884,793 ounces of gold exceeded budget and offset the lower production coming from the 9,169,289 ounces of silver, mostly related to mining sequencing modifications. This result takes into account a situation where there is a significant over-performance of one metal over another metal to compensate for the disparity of one of the other metals. In this case, gold production was significantly above target such that it compensates for silver being at least at threshold level on a gold equivalent basis.
•Jacobina: Record full-year gold production of 186,206 ounces, exceeding budget and exceeding guidance of 175,000 ounces.
•El Peñón: Record annual production of 226,330 GEO exceeded guidance of 222,000 GEO.
•Canadian Malartic: Produced 357,392 ounces of gold, exceeding budget and exceeding guidance of 350,000 ounces.
•Minera Florida: Produced 84,768 ounces of gold for the year.
•Cerro Moro: Produced 156,484 GEO comprising 79,988 ounces of gold and 5,582,197 ounces of silver.
| ||||||||||||||
Financial (27.5% weight) | 43.8 | % | ||||||||||||
Threshold 50% |
Target 100% |
Stretch 150% |
Maximum 200% | Result | Achievement | Weight | Score | |||||||
Cash flows ($000s): | Average | 180 | % | x | 10.0 | % | = | 18.0 | % | |||||
From operations before net change in working capital | 730,696 | 769,154 | 788,383 | 807,611 | 784,600 | 140 | % | |||||||
from operations after sustaining capital | 507,634 | 534,351 | 547,710 | 561,069 | 568,509 | 200 | % | |||||||
from operations after sustaining capital, interest and dividends | 361,317 | 380,333 | 389,842 | 399,350 | 417,214 | 200 | % | |||||||
Co-product all-in sustaining cash costs
($ per gold ounce)
| 1,058 | 1,008 | 982 | 957 | 1,030 | 78 | % | x | 7.5 | % | = | 5.8 | % | |
Cash flow returns on invested capital (CROIC) achievements in the current year against the average of the previous three years
| Equal to the average of the previous three years | 110% of the average of the previous three years | 120% of the average of the previous three years | 130% of the average of the previous three years | 164 | % | 200 | % | x | 10.0 | % | = | 20.0 | % |
Cash flow is viewed from a number of different perspectives, and we take various approaches in our assessment of financial performance related to cash flow. While comparing cash flows to target, the comparison is impacted by the assumed metal prices included in the target calculation versus the actual realized prices, which will differ in the comparison. While cash flows are impacted by metal prices, all-in sustaining costs (AISC) is a measure that is more within our control as it is not impacted by metal prices. All-in sustaining cost metrics reflect our ability to maintain a low cost structure and the flexibility to adjust to market conditions, resulting in a positive margin to drive shareholder value.
•In 2021 we successfully achieved the maximum score for two of the three cash flow targets. Results were predominantly impacted by higher gold production, helped by favourable metal prices along with the company's stable costs.
•Overall, 2021 AISC were higher than budget, consequently resulting in a threshold result, as they were impacted by inflation of approximately $20 per GEO, which was not included in the budget or original guidance, as previously disclosed.
•In 2021, we successfully increased CROIC, and exceeded the average for the last three years by 164%, demonstrating a continually improved ability to earn returns on assets. The positive results benefited from higher gold sales and favourable metal prices along with the company's stable costs.
|
Exploration (15% weight) | 25.9 | % | ||||||||||||||||
Threshold 50% |
Target 100% |
Stretch 150% |
Maximum 200% | Result | Achievement | Weight | Score | |||||||||||
Mineral reserve replacement | ||||||||||||||||||
Gold
(000 ounces)
| 523 | 540 | 554 | 578 | 1,129 | 200 | % | x | 2.6 | % | = | 5.1 | % | |||||
Silver
(000 ounces)
| 9,500 | 10,000 | 10,250 | 10,500 | 11,084 | 200 | % | x | 0.5 | % | = | 0.9 | % | |||||
Number of mines replacing ounces | 25 | % | 50 | % | 75 | % | 100 | % | 100 | % | 200 | % | x | 3.0 | % | = | 6.0 | % |
Increase in mineral resources (000 ounces)
| 532 | 550 | 564 | 578 | 1,016 | 200 | % | x | 3.0 | % | = | 6.0 | % | |||||
Comparison of mine life index (years)
| 9.1 | 10.1 | 11.1 | 12.1 | 10.8 | 135 | % | x | 3.0 | % | = | 4.1 | % | |||||
Advancement of the generative exploration program | ||||||||||||||||||
Drill results | Generate positive drill results on a Tier 2 project that will allow exploration to set an inferred resource target for 2021. The positive drill results on Tier 2 should have a drill defined mineral envelope with > 300 k oz Au Equivalent. | Below threshold | 125 | % | x | 1.5 | % | = | 1.9 | % | ||||||||
Drill intercepts | Generate significant new drill intercepts in a new zone on either of the Tier 1 projects (Monument Bay, Lavra Velha) to demonstrate potential for a new mineralized zone. The significant new drill results should be two or more intercepts with grams Au Eq* metres > 10 | Target | 125 | % | x | 1.5 | % | = | 1.9 | % | ||||||||
•Globally, the company exceeded proven and probable reserve targets for gold and silver, with all four South American operations replacing depletion from mining and Jacobina increasing gold reserves by 131,000 ounces.
•All operations replaced or increased total mineral resources, with Jacobina again showing the biggest increase.
•Canadian Malartic open pit reserves decreased due to mining depletion, and underground resources at the Odyssey project continue to grow and increase in confidence.
•The generative exploration program delivered at least one project (Lavra Velha in Brazil) that supports a mineral resource inventory that would be sufficient for mining, particularly under the umbrella of the Jacobina complex. In addition, while Wasamac was not part of the original generative program, a significant new discovery has been made (Wildcat).
|
Health, safety, and sustainable development (HSSD) (20% weight) | 30.0 | % | |||||||||||
Threshold 50% |
Target 100% |
Stretch 150% |
Maximum 200% | Result | Achievement | Weight | Score | ||||||
HSSD Performance Index | 1) all sites: 90% of their HSSD improvement plan | 1)all sites: 90% of their HSSD improvement plan | 1) all sites: 90% of their HSSD improvement plan: | 1) all sites: 100% of their HSSD improvement plan | 100% | 0 | % | x | 5.0 | % | = | 0 | % |
2) TRIR = 0.52 | 2) TRIR = 0.49 | 2) TRIR = 0.48 | 2) TRIR = 0.47 or lower | 0.73 | |||||||||
3) ZERO Significant Incidents | 3) ZERO Significant Incidents | 3) ZERO Significant Incidents | 3) ZERO Significant Incidents | 0 | |||||||||
HSSD performance
Achievement of HSSD indicators
| 100% of 2 indicators | 100% of 3 indicators | 100% of 4 indicators | 100% of 5 indicators | 100% of 5 indicators | 200 | % | x | 10.0 | % | = | 20.0 | % |
Climate change | 4 of 7 indicators achieved at 100% | 5 of 7 indicators achieved at 100% | 6 of 7 indicators achieved at 100 % | 7 of 7 indicators achieved at 100% | 7 at 100% | 200 | % | x | 5.0 | % | 10.0 | % | |
The HSSD Performance Index was below the threshold of 0.52 because our TRIR result for the full year 2021 was 0.73. All operations have completed their improvement plans and we ended 2021 without a significant incident.
All 2021 HSSD performance indicators were achieved.
Yamana formally adopted a board-approved climate strategy in early 2021, to demonstrate climate change leadership and our commitment to the transition to a low-carbon future. All 2021 indicators were successfully completed.
| |||||||||||||
Business and corporate development (12.5% weight) | 15.6 | % | |||||||||||
Targets | Achievement | Weight | Score | ||||||||||
Demonstrate value accretion | Advance initiatives to realize value from strategic assets in the portfolio | 125 | % | x | 12.5 | % | 15.6 | % | |||||
Improvement of the company's portfolio
| |||||||||||||
Evaluate financing and value creating alternatives for the company's interest in the MARA project
| |||||||||||||
Project development |
Advance the Feasibility Study and Environmental Impact Assessment for MARA
| ||||||||||||
Advanced several projects seeking value creation from non-core assets that will continue into 2022.
| |||||||||||||
Advanced several projects aligned with the defined strategy through 2021. Projects were advanced to different stages. Completed the closing of the acquisition of Monarch and the acquisition of Francoeur exploration properties, and evaluated a number of others.
| |||||||||||||
Advanced several alternatives, receiving proposals that were evaluated and decided upon by the board. | |||||||||||||
Completed drilling campaign for metallurgical test-work and started drilling for other engineering studies. Advanced throughput and mine planning optimizations as well as to other feasibility-related engineering disciplines. Completed fieldwork for baseline for the EIA and advanced EIA preparation.
| |||||||||||||
Overall score (out of 100) | 143.8 | % |
Achievements in 2021
| Score (%) | |
Peter Marrone |
•Provided strategic leadership in the promotion of a high quality, diversified portfolio of long life assets, lower geopolitical risk, favourable cost position, and a strong balance sheet with increasing cash flows and a continued track record of consistency.
•Provided critical ongoing leadership through the continued COVID-19 pandemic in 2021, maintaining company resiliency and keeping our employees and communities safe.
•Led the development and formal adoption by the board of the company's new climate strategy in early 2021 - one of the most important tasks assigned to management last year. The new strategy demonstrates Yamana's climate change leadership and commitment to the transition to a low-carbon future (see page 31 for more information). Recommended to the board amendments to the executive incentive plans to include measures of success against this strategy to underline the company's commitment.
•Through his directive to refinance the company's debt, improved the balance sheet and repositioned the company for future growth and value generation, decreasing the total debt by $222.1 million and annual carrying charges by approximately $21.6 million.
•Refined the capital allocation policy to include share repurchase and improvements to the financial position and resilience of the company. The share repurchase program was announced in July 2021 and resulted in the cancellation of 6.7 million common shares.
•Oversaw ongoing improvement in the financial position of the company, allowing for the continued return of capital to shareholders through increasing the quarterly dividend to $0.03 per share (annual $0.12 per share), representing the sixth dividend increase since the second quarter of 2019, for a cumulative increase of 500%.
•Led an initiative relating to corporate investments in reliance on the company's cash balances and for the purposes of investment, determining familiarity with new geological areas and possibly for purchase.
•Continued strategic direction over the last several years to focus on meaningful increases in mineral resources and mineral reserves to demonstrate potential for mine life and production increases at existing operations.
•Led the completion and advancement of several strategic initiatives, focusing on opportunities that further unlock the value of non-producing assets.
•Advanced several initiatives and strategic plans for the MARA project, which crystalized a significant strategic value opportunity for the company and a solid development and growth project, with the company having received several proposals for its interest in MARA in 2021. Turn to pages 4 and 76 for more information.
•Directed the advancement of ongoing discussions with the Argentine government authorities to create a competitive framework for mining investment in the country.
•Focused strategic direction toward Odyssey, which then demonstrated significant progress, with several milestones achieved in 2021 including a positive construction decision in the first quarter, a plan for first production from the Odyssey South deposit in 2023, and a mine life extension to at least 2039.
•Engaged in discussions and initiatives relating to corporate purchases and business combinations, including leading the strategic process to acquire the Francoeur Arntfield and Lac Fortune gold properties in Quebec, and completing the purchase of Wasamac and advancing a development plan consistent with Yamana's capital allocation plan.
•Provided strategic direction on communication initiatives to market participants and participated in certain marketing efforts.
|
115.0%
Between meets and exceeds expectations
|
Daniel Racine |
•Provided continued leadership for improvements to our COVID-19 protocols to ensure the safety of our employees and communities, and to guarantee the operational continuity of our business throughout 2021.
•Oversaw the delivery of gold equivalent production above guidance, with an annual production of 1,011,180 GEO compared to guidance of 1,000,000 GEO, and all-in sustaining costs at $1,030 per ounce.
•Successfully focused on ensuring the improvement of our mineral reserves at our wholly-owned operations, with all four South America operations replacing depletion and, most notably, Jacobina increasing gold mineral reserves by 131,000 ounces.
•Successfully oversaw the completion of several studies to enhance mining operations and expand throughput at the company's sites, including the Jacobina expansion strategy, which is indicating that the mine will be a multi-decade, low-cost operation, and which received its expansion permit to allow throughput increase to 10,000 tpd.
•Directed the ongoing efforts at Wasamac, resulting in a positive development announcement decision in mid-2021.
•Focused strategic direction toward Odyssey, which then demonstrated significant progress, with several milestones achieved in 2021 including a positive construction decision in the first quarter, a plan for first production from the Odyssey South deposit in 2023, and a mine life extension to at least 2039.
•Engaged in discussions and initiatives relating to corporate purchases and business combinations, including leading the strategic process to acquire Francoeur Arntfeild and Lac Fortune gold properties in Quebec, and completing the purchase of Wasamac and advancing a development plan consistent with Yamana's capital allocation plan.
•Oversaw the increase in the company's CROIC results, which exceeded the average for the last three years by 164%, demonstrating the company's continued ability to earn increasing returns on assets.
•Promoted significant progress on our health, safety and sustainable development initiatives including: the successful completion of the company's second year of objectives associated with the Mining Association of Canada's Towards Sustainable Mining Framework, as well as year two of the Responsible Gold Mining Principles, adding climate change goals associated with our new climate action strategy and the adoption of a new HSSD Performance Index.
•Led the company's investor marketing efforts.
|
115.0%
Between meets and exceeds expectations
|
Jason LeBlanc |
•Maintained all critical financial processes and timelines during COVID-19 including budgets, strategic planning, financial reporting, risk management and the leadership of IT.
•Provided leadership in improving the company's financial flexibility, focusing on the company's maturity profile and interest rate on fixed term debt, and recommending the early repayment of private placement notes and the issuance of a new $500 million 10-year public bond with an interest rate of 2.63%.
•Provided strong oversight of the company's successful insurance renewal process.
•Led the seamless transition to a new enterprise communications platform, creating additional business capabilities, process efficiencies and risk management.
•Leadership in the execution of the inaugural repurchases of Yamana's shares under the Normal Course Issuer Bid program.
|
135.0%
Between meets and exceeds expectations
|
Yohann Bouchard |
•Initiated and oversaw the timely execution of operational adjustments required to maintain a strong level of production and operating costs, while maintaining excellent performance in health and safety during the continuing COVID-19 pandemic.
•Provided site leadership in significantly exceeding the consolidated 2021 production budget for GEO.
•Successfully led almost all of the company's sites to production results that exceeded budget.
•Oversaw strong performance by the company's Technical Services group, which resulted in the mineral resource and mineral reserve development process significantly improving the mine planning process and securing the company's gold and silver production profile for the future.
•Led our operational management through continuing COVID-19 restrictions and effectively managed associated cost pressures at our mining locations in 2021, while maintaining our operational excellence projects and productivity improvements.
|
135.0%
Between meets and exceeds expectations
|
Gerardo Fernandez |
•Coordinated the acquisition process of the Francoeur, Arntfield and Lac Fortune properties near the Wasamac Project, expanding the company's asset footprint and exploration upside.
•Led the efforts to advance the Feasibility Study and ESIA for the MARA project, while pursuing optimizations to the project.
•Directed and oversaw the efforts made in obtaining the permits required for fieldwork at MARA and provided the necessary leadership to advance the project's social licensing efforts, thus strengthening and repositioning the identity and recognition of the project in the region.
•Advanced ongoing discussions with the Argentine government authorities to create a competitive framework for mining investment in the country.
•Managed the strategic review of key non-producing assets in order to implement initiatives that would result in the realization of long-term value.
•Assumed oversight responsibility, and provided additional guidance and support to, the company's investor relations and communications functions.
|
135.0%
Between meets and exceeds expectations
|
Base salary ($)
|
x
|
Incentive target
(% of base salary)
|
x
|
Corporate score (70%)
(see page 67)
|
+
|
Individual score (30%)
(see page 71)
|
=
|
Final STI Score |
Calculated award value
($)
|
=
|
Actual award value1
($)
| |||||
Score |
TSR Modifier | Modified Score | Weight | Final | ||||||||||||
Peter Marrone | 1,678,750 | 125 | 143.8 | 80 | % | 115 | 70 | % | 80.5 | 115 | 30 | % | 34.5 | 115 | 2,413,203 | 2,062,402 |
Daniel Racine | 1,060,900 | 125 | 143.8 | 80 | % | 115 | 70 | % | 80.5 | 115 | 30 | % | 34.5 | 115 | 1,525,044 | 1,296,287 |
Jason LeBlanc | 413,750 | 100 | 143.8 | 80 | % | 115 | 70 | % | 80.5 | 135 | 30 | % | 40.5 | 121 | 500,638 | 500,638 |
Yohann Bouchard | 413,750 | 100 | 143.8 | 80 | % | 115 | 70 | % | 80.5 | 135 | 30 | % | 40.5 | 121 | 500,638 | 500,638 |
Gerardo Fernandez | 413,750 | 100 | 143.8 | 80 | % | 115 | 70 | % | 80.5 | 135 | 30 | % | 40.5 | 121 | 500,638 | 500,638 |
Financial - An important long-term objective of Yamana continues to be the improvement of overall financial performance and, in particular, the maximization of cash returns on invested capital along with the maximization of shareholder returns.
|
Operational - Our objective continues to be to mine effectively, profitably, and safely.
|
Strengthening our financial position
•Yamana's financial position improved significantly in 2021.
Improving financial resilience and increasing financial flexibility
•We believe that a strong financial position and financial resilience also requires a manageable debt maturity profile. During the third quarter of 2021, we took advantage of market conditions to improve the terms of our outstanding notes by increasing tenor and reducing carrying costs, by completing an offering of $500 million aggregate principal amount of its 2.630% Senior Notes due August 15, 2031. The Senior 2031 Notes are unsecured senior obligations of Yamana and are unconditionally guaranteed by certain of Yamana's subsidiaries that are also guarantors under our credit facility.
•We used the net proceeds from the offering, together with cash on hand, to fund the redemptions of its 4.76% Series C Senior Notes due 2022, its 4.91% Series D Senior Notes due 2024, its 4.78% Series B Senior Notes due 2023 and its 4.950% Senior Notes due 2024.
•The completion of the offering of the Senior 2031 Notes and the subsequent redemption of the shorter-term maturity notes represents the culmination of significant debt reduction efforts initiated in 2019. Yamana's outstanding gross debt was reduced by $222.1 million during the year to $772.8 million, which compares to $1.85 billion outstanding in the second quarter of 2019.
Delivered on financial results
•Gross margin including depletion, depreciation and amortization in excess of $672 million, representing an increase of approximately 22% over the prior year, positively impacting net earnings for the year.
•Strong cash flows from operating activities before change in net working capital of approximately $785 million, representing an increase of approximately $96 million over the prior year.
•Robust free cash flow available for dividends and debt repayments of approximately $328 million.
Strengthening return of capital to shareholders
•As part of our progressive approach to our dividend policy and returns to shareholders, Yamana approved an increased quarterly dividend of $0.03 per share (annual $0.12 per share) during the second quarter of 2021, representing the sixth dividend increase since the second quarter of 2019, for a cumulative increase of 500%.
•On July 29, 2021, we announced a normal-course issuer bid (NCIB) to purchase up to 48,321,676 Yamana common shares, representing up to 5% of our current issued and outstanding common shares, in open-market transactions through the facilities of the Toronto Stock Exchange (TSX), the New York Stock Exchange (NYSE) and alternative Canadian trading systems. We believe that the market price of our common shares does not currently represent their full value and growth prospects and view purchases of common shares as an attractive investment comparable to our investments in our portfolio of exploration and development stage assets. Since the initiation of the share repurchase plan in July, we have repurchased, and subsequently cancelled, a total of 6,672,628 common shares for approximately C$35.6 million.
•Following our initial capital spending and development phase from 2003 to 2006, we have consistently paid dividends since 2007, and dividends have aggregated to over $1 billion paid over 14 years.
|
We recognize the importance of striving to meet and exceed our corporate social responsibility objectives and the role these efforts have in delivering on our overall objective of creating value for all stakeholders. Recent highlights include:
•Company-wide response to COVID-19 has: exemplified our emergency response capabilities; demonstrated our ability to protect employees through medical protocols, which minimized employees contracting the virus; contained and managed COVID-19 cases when identified; and provided assistance to communities' basic needs for COVID-19 response.
•Total recordable injury performance was 0.73, an increase compared to 2020 results. Despite this increase, most of the reported injuries were low-energy events with non-life threatening outcomes.
•Achieved a sixth year with no material environmental or social incidents.
•We successfully completed our 2021 Climate Action Strategy objectives with excellent engagement from all operations in identifying and assessing the climate-related physical and transition risks that could affect the company.
•Completed the second-year requirement for implementing the Responsible Gold Mining Principles and Towards Sustainable Mining program. Our self-assessment results demonstrate that significant progress was achieved in 2021, positioning us well for achieving full alignment in 2022.
•Annual improvements in our performance and disclosure have provided for positive rankings by various ESG rating firm.
Production budget met or exceeded
•Record annual production from Yamana mines of 1,011,180 GEO exceeded guidance of 1,000,000 GEO, and the prior year's 901,155 GEO. 884,793 ounces of gold exceeded budget and offset the lower production coming from the 9,169,289 ounces of silver, mostly related to mining sequencing modifications.
Operational highlights
•Jacobina: Record full-year gold production of 186,206 ounces, exceeding budget, and exceeding guidance of 175,000 ounces. The record production results were driven by tonnes mined, which also reached all-time highs, providing additional flexibility through the development of stockpiles supporting the higher throughput expected from the ongoing phased expansion.
•El Peñón: Annual production of 226,330 GEO exceeded guidance of 222,000 GEO. The development of La Paloma, Quebrada Colorada Sur and Pampa Campamento Deep was an important component of that strategy; and accessing those new areas has now provided increased mining flexibility.
•Canadian Malartic: Yearly production of 357,392 ounces of gold, exceeding budget and exceeding guidance of 350,000 ounces. Throughout the course of 2021, the mine continued the transition from the Malartic pit to the Barnat pit, and the mine completed the final 7,000 metres of topographic drilling at the Barnat pit during October, while overburden removal was completed earlier in the year as planned.
•Minera Florida: Reported production of 84,768 ounces of gold for the year, in line with the provided guidance range. At the end of the fourth quarter, Yamana began to engage, in good faith, in scheduled negotiations with the unions at the mine. As part of the normal course of business when negotiating labour agreements, a labour action commenced, which has since been resolved. This action impacted approximately three weeks of production in December 2021.
•Cerro Moro: Produced 156,484 GEOs comprising 79,988 ounces of gold and 5,582,197 ounces of silver. Production continued to benefit from access to additional mining faces, which supported the increase in mill feed coming from higher-grade underground ore and stable throughput.
•The strong track records our operations have established, together with strengthened mine plans and mining mostly developed reserves, support the view that strong operational performance will continue for the next several years.
|
People -Yamana strives to ensure that it possesses high-quality leadership in each critical function, working together in an integrated and effective manner.
|
Growth - Our objective is to maximize quality growth of production for the purpose of significant increases in cash flow.
|
COVID-19
•In 2021, we continued to provide effective management of COVID-19 strategies to minimize impacts to people and our business, built on the foundation established in 2020 in order to ensure ongoing operational performance with no disruptions to financial/non-financial reporting timelines. The COVID emergency response task force provided effective leadership at both the operational and corporate levels to navigate the quickly evolving caseload situation and changing government mandates. This included tactics to minimize the number of employees (and their families) from contracting the virus, containing and effectively managing cases in the workplace when identified, and providing assistance to the communities in which we operate. Thanks to ongoing prevention and control efforts, fully vaccinated rates at the end of 2021 were approaching 100% for employees and contractors at the company's wholly-owned operations and exploration projects.
Strengthening organizational effectiveness
•To position Yamana for further long-term success and continue to strengthen operational performance, the position of SVP & Chief Operating Officer was created in Q2 2021. The position was sourced through internal succession, demonstrating strong executive succession planning practices and further reflecting management's bench strength.
Implemented supervisor training
•The Leadership, Excellence & Development program (LEAD), was initially launched in 2018 with the aim of providing a consistent and focused curriculum to develop frontline supervisor skills in effective leadership, operational efficiency and promoting a strong health and safety environment. The majority of the supervisors across the company have attended the program and provided positive feedback. In 2021, during the continuing COVID-19 pandemic, El Peñón and Jacobina successfully completed their second and third versions of the program, covering additional topics such as adaptability, effectiveness, communication, and building resilience. Additionally, Jacobina conducted a graduation ceremony at the end of the fiscal year for over 80 supervisors.
Completed broad-based succession planning
•We completed our standardized annual enterprise-wide succession planning exercise across all operations, corporate functions and exploration, and used an assessment to detect the strengths/weaknesses within each group and identify employees with higher potential for advancement. Individual development plans have been established for those identified.
Focus on diversity and inclusion
•We increased our percentage of female representation across our workforce to 9.4% in 2021 from 8.2% in 2020. We continue to promote awareness of diversity and inclusion and to maintain a diverse workforce and inclusive culture in alignment with our corporate D&I statement.
•In 2021, there were significant achievements throughout our operations, such as increasing female representation at each of our sites, implementing inclusive recruitment and selection strategies, partnering with local associations to support D&I initiatives, implementing a female internship program and creating Gender Inclusion and Equity Committees to improve and promote D&I initiatives. Jacobina also implemented a program for people with disabilities, which local authorities recognized as a model and reference for the mining industry.
|
Delivered significant exploration updates and discoveries
•Announced positive drill results from expansion drilling and the extension of the East Gouldie deposit at Canadian Malartic, demonstrating the potential for ongoing mineral resource growth. Infill drilling supports the planned conversion of mineral resources to mineral reserves.
•Announced positive exploration updates with significant discoveries and mineralization extensions at all operations, generating new sectors for further resource development.
•Announced discovery of new mineralized veins through exploratory drilling that targeted extensions of the major producing vein systems at depth and to the south of the El Peñón mine.
Mineral reserves, mineral resources
•The Company replaced gold mineral reserves at each of its wholly-owned operations, with new mineral reserves replacing mining depletion and extending mine life, highlighting the sustainability and longevity of its mines.
•Inferred mineral resources remained largely unchanged at its wholly owned operations with exploration successfully replacing the inferred resources that were converted to reserves at all sites. The large base of mineral resources will provide for future conversion to mineral reserves at existing operations and development projects and represents further growth opportunities at the company's generative exploration projects.
•Successful drilling at El Peñón resulted in the operation achieving a fourth consecutive year of adding new mineral reserves in excess of mining depletion. Drilling continues to expand the mineral resource envelopes to depths below several producing sectors.
•Jacobina had another successful year of exploration, adding 324,000 ounces of gold mineral reserves, a 5% increase compared to the prior year above depletion of mining. Inferred mineral resources increased by 27% year-over-year, largely as a result of the addition of a new resource zone at João Belo Sul.
Completed and advanced strategic initiatives
•Advanced several projects seeking to realize value and value creation from non-core assets that will continue into 2022.
•Advanced several projects aligned with the defined strategy through 2021. Projects were advanced to different stages.
•Completed the closing of the acquisition of Monarch and the acquisition of Francoeur exploration properties, and evaluated a number of others.
•Evaluated financing and value creating alternatives for the Company's interest in the MARA project. During 2021, several proposals were presented to the company for its interest in MARA, and after consideration, the board determined that any strategic initiatives will be considered closer to the completion of the Feasibility Study and application for permitting later this year as the certainty of the project from these events is expected to create more value for the project.
•Advanced the Feasibility Study and Environmental Impact Assessment for MARA
|
Base salary ($) |
Target grant (% of base salary) |
Performance score |
Calculated grant ($) |
Mix of vehicles (% of total)
| |||||||||||||
TSR modifier | Funding level |
Actual
grant ($)1, 2
|
PSUs
|
RSUs
|
Stock options
|
DSUs
| |||||||||||
Peter Marrone | 1,678,750 | 225 | % | 100 | % | - | 100.0 | % | 3,777,188 | 2,918,488 | 50 | % | 44 | % | - | 6 | % |
Daniel Racine | 1,060,900 | 225 | % | 100 | % | - | 100.0 | % | 2,387,025 | 2,028,971 | 50 | % | 50 | % | - | - | |
Jason LeBlanc | 413,750 | 150 | % | 100 | % | - | 100.0 | % | 620,625 | 620,625 | 50 | % | 50 | % | - | - | |
Yohann Bouchard | 413,750 | 150 | % | 100 | % | - | 100.0 | % | 620,625 | 620,625 | 50 | % | 50 | % | - | - | |
Gerardo Fernandez | 413,750 | 150 | % | 100 | % | - | 100.0 | % | 620,625 | 620,625 | 50 | % | 50 | % | - | - |
Performance
|
Yamana's cumulative three-year TSR vs. S&P/TSX Global Gold Index
| Vesting (% of grant) |
Below threshold
| more than 25 points below index |
0%
|
Threshold
| 25 points below index |
50%
|
Target
|
matches index
|
100%
|
Maximum
| 50 points above index |
200%
|
Actual ($) |
vs. 2021
CEO target
| vs. 2021 CEO calculated | ||
2021 total direct compensation
| $ | 4,386,158 | 92% | 88% |
Elements of compensation |
2021 CEO target
compensation
($)
|
2021 calculated ($) |
2021 actual
($)
| |
Base salary | 1,060,900 | 1,060,900 | 1,060,900 | |
Short-term incentive1
| % of salary | 125% | 144% | 122% |
in cash ($) | 1,326,125 | 1,525,044 | 1,296,287 | |
Long-term incentive2
| % of salary | 225% | 225% | 191% |
award ($) | 2,387,025 | 2,387,025 | 2,028,971 | |
Total direct compensation | 4,774,050 | 4,972,969 | 4,386,158 | |
Pension3
| 358,054 | 387,892 | 387,892 | |
All other compensation4
| 140,173 | 140,173 | 177,966 | |
Total compensation | 5,272,277 | 5,501,034 | 4,952,016 |
Year | Total direct compensation awarded ($) |
Compensation realized and realizable as at December 31, 2021
| |||
Performance period | Dollar value ($) | Difference (%) | TSR (%) | ||
2019 | 4,629,125 |
3 years: Jan 1 2019 to Dec 31, 2021
| 5,045,745 | 9 | 74 |
2020 | 4,853,873 |
2 years: Jan 1 2020 to Dec 31, 2021
| 5,217,550 | 7 | 8 |
2021 | 4,386,158 |
1 year: Jan 1 2021 to Dec 31, 2021
| 5,458,391 | 24 | -25 |
Average (%) | 13 | 19 |
Named executives 2016: Peter Marrone, Charles Main, Daniel Racine, Darcy Marud, Greg McKnight 2017: Peter Marrone, Daniel Racine, Jason LeBlanc, Greg McKnight, Yohann Bouchard, Charles Main 2018: Peter Marrone, Daniel Racine, Jason LeBlanc, Greg McKnight, Yohann Bouchard 2019: Peter Marrone, Daniel Racine, Jason LeBlanc, Yohann Bouchard, Gerardo Fernandez 2020: Peter Marrone, Daniel Racine, Jason LeBlanc, Yohann Bouchard, Gerardo Fernandez 2021: Peter Marrone, Daniel Racine, Jason LeBlanc, Yohann Bouchard, Gerardo Fernandez |
At December 31 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||
S&P/TSX Composite Index | $ | 100.00 | $ | 109.08 | $ | 99.39 | $ | 122.14 | $ | 128.99 | $ | 161.43 |
S&P/TSX Global Gold Index | $ | 100.00 | $ | 101.35 | $ | 97.86 | $ | 138.28 | $ | 168.83 | $ | 159.84 |
Peer group average (see page 60 for details)
| $ | 100.00 | $ | 126.53 | $ | 127.83 | $ | 180.44 | $ | 218.96 | $ | 203.23 |
Yamana Gold Inc. | $ | 100.00 | $ | 104.72 | $ | 86.43 | $ | 139.72 | $ | 200.58 | $ | 150.81 |
Total direct compensation for named executives (000s) | $ | 9,963 | $ | 10,348 | $ | 10,923 | $ | 14,804 | $ | 15,249 | $ | 15,651 |
Number held | Market value |
Total market value | Total book value | Share ownership requirement | Meets share ownership requirements | Multiple of base salary | ||||||||
Common shares | DSUs | RSUs | Common shares | DSUs | RSUs | |||||||||
707,059 | - | 472,359 | $ | 3,471,660 | - | $ | 2,319,283 | $ | 5,790,942 | $ | 4,366,098 | 3x | Yes | 5.5 |
Name and principal position
|
Non-equity incentive plan compensation
| ||||||||
Year |
Salary1
|
Share-based awards2
|
Option-based awards3
| Annual incentive plans | Long-term incentive plans | Retirement Savings Plan |
All other compensation4
| Total compensation | |
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
| ||
Peter Marrone
Executive Chairman
| 2021 | 1,678,750 | 2,918,488 | - | 2,062,402 | - | 613,793 | 306,144 | 7,579,577 |
2020 | 1,629,813 | 2,566,952 | - | 1,705,191 | - | 670,770 | 333,340 | 6,906,066 | |
2019 | 1,582,342 | 2,136,162 | - | 2,170,726 | - | 562,960 | 240,625 | 6,692,815 | |
Daniel Racine
President and Chief Executive Officer
| 2021 | 1,060,900 | 2,028,971 | - | 1,296,287 | - | 387,892 | 177,966 | 4,952,016 |
2020 | 1,030,000 | 2,027,810 | - | 1,796,063 | - | 423,909 | 134,972 | 5,412,754 | |
2019 | 1,000,000 | 1,800,000 | - | 1,829,125 | - | 424,369 | 107,580 | 5,161,074 | |
Jason LeBlanc
Senior Vice President, Finance and Chief Financial Officer
| 2021 | 413,750 | 620,625 | - | 500,638 | - | 137,158 | 65,476 | 1,737,648 |
2020 | 401,700 | 527,238 | - | 560,372 | - | 144,311 | 60,470 | 1,694,092 | |
2019 | 390,000 | 468,000 | - | 570,687 | - | 144,103 | 52,955 | 1,625,745 | |
Yohann Bouchard
Senior Vice President and Chief Operating Officer
| 2021 | 413,750 | 620,625 | - | 500,638 | - | 137,158 | 66,719 | 1,738,891 |
2020 | 401,700 | 527,238 | - | 573,025 | - | 146,209 | 64,921 | 1,713,094 | |
2019 | 390,000 | 468,000 | - | 570,687 | - | 144,103 | 54,215 | 1,627,006 | |
Gerardo Fernandez
Senior Vice President, Corporate Development
| 2021 | 413,750 | 620,625 | - | 500,638 | - | 137,158 | 81,607 | 1,753,779 |
2020 | 401,700 | 527,238 | - | 573,025 | - | 146,209 | 68,701 | 1,716,874 | |
2019 | 390,000 | 468,000 | - | 570,687 | - | 144,103 | 50,649 | 1,623,439 |
January 11 and February 16, 2022 (for entitlement in 2021) | |||
PSUs
|
RSUs
| DSUs | |
Peter Marrone | 365,333 | 325,659 | 39,674 |
Daniel Racine | 251,801 | 251,801 | - |
Jason LeBlanc | 77,021 | 77,021 | - |
Yohann Bouchard | 77,021 | 77,021 | - |
Gerardo Fernandez | 77,021 | 77,021 | - |
January 26 and February 10, 2021 (for entitlement in 2020) | ||
PSUs
|
RSUs
| |
Peter Marrone | 252,309 | 252,309 |
Daniel Racine | 199,316 | 199,316 |
Jason LeBlanc | 51,823 | 51,823 |
Yohann Bouchard | 51,823 | 51,823 |
Gerardo Fernandez | 51,823 | 51,823 |
February 12, 2020 (for entitlement in 2019) | ||
PSUs
|
RSUs
| |
Peter Marrone | 292,832 | 292,832 |
Daniel Racine | 242,576 | 242,576 |
Jason LeBlanc | 63,070 | 63,070 |
Yohann Bouchard | 63,070 | 63,070 |
Gerardo Fernandez | 63,070 | 63,070 |
Total compensation paid to the named executives
|
Total compensation paid to the named executives as a percentage of EBITDA1,2
|
Total compensation paid to the named executives as a percentage of operating cash flows (before changes in working capital)
|
Total compensation paid to the named executives as a percentage of shareholder equity
| |
Year | ($) | (%) | (%) | (%) |
2021 | 17,761,909 | 1.7 | 2.3 | 0.40 |
2020 | 17,442,879 | 2.6 | 2.5 | 0.40 |
2019 | 16,730,078 | 2.1 | 2.8 | 0.40 |
2018 | 12,567,714 | 2.1 | 2.8 | 0.29 |
2017 | 11,896,605 | 2.0 | 2.6 | 0.28 |
Average
| 15,279,837 | 2.1 | 2.6 | 0.35 |
Name
| Option-based awards | Share-based awards | |||||
Number of securities underlying unexercised options (#)
|
Option exercise price ($)
|
Option expiration date
|
Value of unexercised in-the-money options ($)
|
Number of shares or units of shares that have not vested (#)
|
Market or payout value of share-based awards that have not vested ($)
|
Market or payout value of share-based awards not paid out or distributed ($)
| |
Peter Marrone | - | - | - | - | 1,068,687 | 4,488,485 | 12,519,251 |
Daniel Racine | 50,944 | 4.18 | Jan 12, 2022 | 1,019 | 911,344 | 3,827,645 | - |
Jason LeBlanc | 33,316 | 4.18 | Jan 12, 2022 | 666 | 251,478 | 1,056,208 | - |
Yohann Bouchard | - | - | - | - | 254,383 | 1,068,409 | - |
Gerardo Fernandez | 60,732 | 4.18 | Jan 12, 2022 | 1,215 | 253,097 | 1,063,007 | - |
Option-based awards - Value vested during the year |
Share-based awards - Value vested or earned during the year |
Non-equity incentive plan compensation - Value earned during the year | |
Name | ($) | ($) | ($) |
Peter Marrone | - | 951,322 | 2,062,402 |
Daniel Racine | - | 985,057 | 1,296,287 |
Jason LeBlanc | - | 402,845 | 500,638 |
Yohann Bouchard | - | 432,879 | 500,638 |
Gerardo Fernandez | - | 428,725 | 500,638 |
Name | Grant date | Exercise price |
# of options exercised |
Share price on date of exercise | Value realized |
Peter Marrone | - | - | - | - | - |
Daniel Racine | - | - | - | - | - |
Jason LeBlanc | - | - | - | - | - |
Yohann Bouchard | - | - | - | - | - |
Gerardo Fernandez | - | - | - | - | - |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans | |
Plan category | (#) | ($) | (#) |
Equity compensation plans (approved by shareholders) |
256,348 (options YRI) 2,210,134 (RSUs) |
Cdn$5.30 (options YRI) Cdn$5.39 (RSUs) |
4,953,665 (options YRI) 6,411,525 (RSUs) |
Equity compensation plans (not approved by shareholders) | nil | nil | nil |
Total |
256,348 (options YRI) 2,210,134 (RSUs) |
Cdn$5.30 (options YRI) Cdn$5.39 (RSUs) |
4,953,665 (options YRI) 6,411,525 (RSUs) |
2021 | 2020 | 2019 | ||||
Dilution
Total number of options outstanding divided by total number of common shares outstanding
| 0.03 | % | 0.03 | % | 0.14 | % |
Overhang
Total number of options available for issue plus options outstanding, divided by total number of common shares outstanding
| 0.54 | % | 0.55 | % | 0.57 | % |
Burn rate
Total number of options issued in a fiscal year, divided by total number of common shares outstanding
| - | % | - | % | - | % |
Eligibility |
•Full-time employees and eligible contractors of Yamana or an affiliate
|
Payout |
•Participants receive one Yamana common share for each RSU that vests
•The market value of the common shares is based on the closing price of a Yamana common share on the TSX on the vesting date
|
Dividend |
•Earn additional units as dividend equivalents at the same rate as dividends paid on our common shares
|
Transferability |
•Cannot be transferred or assigned, except to an estate, and do not confer rights as a Yamana shareholder until the units vest and Yamana common shares are issued to the participant
|
Reserved for issue |
•A total of 19.8 million common shares are reserved for issue under the plan, representing approximately 2.1% of our total issued and outstanding common shares as of March 22, 2022
|
Reserve pool |
•As of March 22, 2022, there were 2,443,921 RSUs outstanding for the issue of common shares
•These represent approximately 0.25% of our total issued and outstanding common shares
•The total remaining shares available to be issued under the RSU plan is 6,047,232, which represents the total reserve for issue, minus the RSUs outstanding and previously vested RSUs
•The RSU plan does not re-load the number of RSUs available for issue
•If RSUs have been cancelled or terminated without a common share having been issued, the RSU will be available again. This is not re-loaded because a share has not been issued.
|
Amendments with approval |
We or the board can make the following amendments to the plan as long as we receive shareholder and regulatory approval:
•Change the number of securities that can be issued under the plan
•Change the definition of 'participant', when it narrows, broadens or increases the participation of insiders
•Make a change that could significantly or unreasonably dilute our outstanding securities or provide additional benefits to participants, at our expense or the expense of our existing shareholders
•Change the non-assignability clause in section 5.03 of the plan, when it allows RSUs, or any other right or interest of a participant under the plan, to be assigned or transferred, except to an estate
|
Amendments without approval |
The board can make any other changes to the plan without shareholder approval, including the following among others, as long as we receive the required regulatory approval:
•Housekeeping changes
•Adding or changing the vesting provisions of an RSU or the plan
•Changing the termination provisions of an RSU or the plan
•Making a change to comply with securities laws
•Making a change to ensure the RSUs granted under the plan comply with income tax and other laws in force in the country or jurisdiction the participant receiving the RSUs is a resident or citizen of
|
Eligibility |
•Employees, senior officers, directors and consultants of Yamana or an affiliate (the board's policy is not to award stock options to non-executive directors)
|
Payout |
•Options can be exercised after they vest but expire up to 10 years as set by the board
•The exercise price is set by the board and must not be less than the closing price of Yamana common shares on the TSX on the trading day immediately before the grant
•We have not re-priced any option awards, and we do not provide financial assistance to participants to buy common shares under the plan
•If the expiry date falls in a trading blackout period set by Yamana, the date is extended to the 10th business day after the end of the blackout period
|
Dividend |
•Do not earn dividend equivalents
|
Transferability |
•Cannot be transferred or assigned, except to an estate, and do not confer rights as a Yamana shareholder until the options are exercised
|
Reserved for issue |
•Up to 24.9 million common shares may be issued for reserve under our share incentive plan, representing approximately 2.6% of our total issued and outstanding common shares as of March 22, 2022
|
Option pool |
•As of March 22, 2022, there were no options to purchase common shares, outstanding and exercisable under the Yamana share incentive plan.
•The total remaining shares available to be issued under the Yamana share incentive plan is 5,210,013 which represents the total reserved for issue, minus the options available for exercise and the previously exercised options
•The plan does not re-load the number of stock options available for issue
•If options are surrendered, terminated or expire without being exercised, new options may be granted covering the common shares not purchased under the lapsed options. This is NOT an option re-load because a share has not been issued.
|
Outstanding options |
•The plan provides for a total maximum reserve of 5% of our issued and outstanding common shares that can be issued to any person
•The maximum number of common shares that can be issued to insiders under all security-based compensation arrangements, is 10% of the total issued and outstanding common shares
|
Amendments |
•Either the board or committee can change or terminate the plan at any time
|
Amendments with approval |
•The board can make the following amendments to the plan, as long as it receives both shareholder and regulatory approval:
-Change the number of securities that can be issued under the plan
-Change the definition of 'participant', when it narrows, broadens or increases the participation of insiders
-Add any form of financial assistance
-Change a financial assistance provision to make it more favourable to participants
-Add a cashless exercise feature, payable in cash or securities, as long as it does not allow a deduction of the number of underlying securities from the plan reserve
-Add DSUs or RSUs or any other award vehicle that results in participants receiving securities when no cash is paid to the company
-Make a change that could significantly or unreasonably dilute our outstanding securities or provide additional benefits to participants, especially to insiders, at our expense or the expense of our existing shareholders
|
Year | Stock options granted in the fiscal year | Total shares outstanding as at December 31 of fiscal year | Grant rate |
2021 | - | 959,805,965 | - |
2020 | - | 952,620,947 | - |
2019 | - | 950,483,183 | - |
Accumulated value at start of year | Compensatory | Accumulated value at year end | |
Name | ($) | ($) | ($) |
Peter Marrone | 8,887,364 | 613,793 | 9,501,157 |
Daniel Racine | 1,595,505 | 387,892 | 1,983,397 |
Jason LeBlanc | 735,864 | 137,158 | 873,022 |
Yohann Bouchard | 600,148 | 137,158 | 737,306 |
Gerardo Fernandez | 538,923 | 137,158 | 676,081 |
Name | Notice period | Severance on termination | Severance on double trigger change of control | Benefits | Stock options |
DSUs / RSUs / PSUs |
Peter Marrone | Three months | Three times sum of annual salary plus bonus | Two times sum of annual salary plus bonus | Comparable to current medical benefits for a period of three years for termination and 0.25 times annual salary for change of control | Hold for balance of option term or receive cash for unexercised options based on formula (regardless of vesting) |
Vested at time of grant (DSUs)
Immediate vesting (RSUs)
Survive for term (PSUs)
|
Daniel Racine | 90 days | Two times sum of annual salary plus two-year average annual bonus | Two times sum of annual salary plus two-year average bonus | Comparable to current benefits until earlier of new employment and two years | Immediate vesting, exercisable for 24 months |
Immediate vesting (RSUs)
Vested at time of grant (DSUs)
|
Jason LeBlanc | 90 days | Two times sum of annual salary plus two-year average annual bonus | Two times sum of annual salary plus two-year average bonus | Comparable to current benefits until earlier of new employment and two years | Immediate vesting, exercisable for 24 months | Immediate vesting (RSUs) |
Yohann Bouchard | 90 days | Two times sum of annual salary plus two-year average annual bonus | Two times sum of annual salary plus two-year average bonus | Comparable to current benefits until earlier of new employment and two years | Immediate vesting, exercisable for 24 months | Immediate vesting (RSUs) |
Gerardo Fernandez | 90 days | Two times sum of annual salary plus two-year average annual bonus | Two times sum of annual salary plus two-year average bonus | Comparable to current benefits until earlier of new employment and two years | Immediate vesting, exercisable for 24 months | Immediate vesting (RSUs) |
Name
|
Base salary ($)
|
Annual bonus ($)
|
Benefits ($)
|
Total ($)
|
Peter Marrone | 5,036,250 | 14,942,670 | 44,118 | 20,023,038 |
Daniel Racine | 2,121,800 | 3,092,350 | 15,664 | 5,229,814 |
Jason LeBlanc | 827,500 | 1,061,010 | 15,664 | 1,904,174 |
Yohann Bouchard | 827,500 | 1,073,663 | 15,664 | 1,916,827 |
Gerardo Fernandez | 827,500 | 1,073,663 | 20,216 | 1,921,379 |
Total
| 9,640,550 | 21,243,356 | 111,326 | 30,995,232 |
Name
|
RSUs / DSUs / PSUs (Cdn$) |
Peter Marrone | 21,543,133 |
Daniel Racine | 4,848,350 |
Jason LeBlanc | 1,337,863 |
Yohann Bouchard | 1,353,318 |
Gerardo Fernandez | 1,346,476 |
Total
| 30,429,140 |
Base salary | Annual bonus | Benefits | Total | |
Name | ($) | ($) | ($) | ($) |
Peter Marrone | 3,357,500 | 9,961,780 | 29,412 | 13,348,692 |
Daniel Racine | 2,121,800 | 3,092,350 | 15,664 | 5,229,814 |
Jason LeBlanc | 827,500 | 1,061,010 | 15,664 | 1,904,174 |
Yohann Bouchard | 827,500 | 1,073,663 | 15,664 | 1,916,827 |
Gerardo Fernandez | 827,500 | 1,073,663 | 20,216 | 1,921,379 |
Total
| 7,961,800 | 16,262,466 | 96,620 | 24,320,886 |
Name |
RSUs / DSUs / PSUs (Cdn$) |
Peter Marrone | 21,543,133 |
Daniel Racine | 4,848,350 |
Jason LeBlanc | 1,337,863 |
Yohann Bouchard | 1,353,318 |
Gerardo Fernandez | 1,346,476 |
Total | 30,429,140 |
Other information |
95 |
Appendix - Charter of the Board of Directors |
98 |
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Yamana Gold Inc. published this content on 28 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2022 20:35:37 UTC.