Table of Contents

	PROPOSAL 1
1	ELECTION OF CLASS III DIRECTORS
				The Board of Directors unanimously recommends a voteFOReach of the Class III Director Nominees

The Company’s Board of Directors consists of three classes of Directors, with each class of Directors serving for a three-year term and until their successors are duly elected and qualified. The Company’s current Class I Directors who are standing for re-election at the 2018 Annual Meeting, are Messrs. Jensen and Sokalsky; the Class II Directors, who are standing for re-election at the 2019 Annual Meeting, are Messrs. Hayes and Vance; and the Class III Directors are Ms. Veenman and Messrs. McArthur and Thompson.

As previously disclosed and noted above, the Board of Directors appointed Bill Heissenbuttel as the Company’s President and Chief Executive Officer effective January 2, 2020, at which time Mr. Heissenbuttel will join the Board as a Class I Director.

If the proxy is properly completed and received in time for the Annual Meeting, and if the proxy does not indicate otherwise, the represented shares will be voted “FOR” Tony A. JensenWilliam M. Hayes and Jamie C. Sokalsky.Ronald J. Vance. If any nominee for election as a Class III Director should refuse or be unable to serve (an event that is not anticipated), the proxy will be voted for a substitute nominee designated by the Board of Directors. Each Class III Director elected shall serve until the 20212022 Annual Meeting or until his successor is elected and qualified.

The Company’s Amended and Restated Bylaws (“Bylaws”) require that each Director be elected by the majority of votes cast at a meeting at which a quorum is present with respect to such Director in uncontested elections. This means that the number of shares voted “FOR” a Director nominee must exceed the votes cast “AGAINST” that Director nominee. In a contested election (where the number of nominees exceeds the number of Directors to be elected), the standard for election of Directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors. This year’s election is expected to be an uncontested election, and the majority vote standard will apply.

If a nominee who is serving as a Director is not elected at the Annual Meeting, Delaware law provides that the Director would continue to serve on the Board as a “holdover Director.” Under the Company’s Bylaws, each Director nominee who is serving as a Director has submitted a conditional resignation that becomes effective if such Director is not elected and the Board accepts the resignation. In that situation, the CNGCommitteeCNG Committee would make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether to take other action. The Board of Directors will act on the CNG Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. Absent a determination by the Board that it is in the best interest of the Company for a Director who fails to be elected to remain on the Board, the Board will accept the resignation. The Director who tenders his or her resignation will not participate in the decision of the Board of Directors. If a nominee who was not already serving as a Director fails to receive a majority of votes cast with respect to his or her election at the Annual Meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover Director.” Each of the Class III Director nominees are currently serving on the Board of Directors.

Information concerning the nominees for election as Directors is set forth below under “Board of Directors.”

Table of Contents

ProposalPROPOSAL 1

Board Composition and Qualification

Every DirectorThe CNG Committee is focused on maintaining a Board with skills and experiences that are aligned with the Company’s strategic priorities. Each Board member is expected to contribute his/her distinct perspective to promote the best interests of the Company has held significant leadership positions and has substantial experience inits stakeholders. As part of its annual Board and Committee assessment, the international mining business, corporate governanceCNG Committee asks Board members what competencies and risk management, in additionattributes they consider to other qualifications and expertisebe responsive to the upcoming needs of the Company and what, if any, competencies and attributes they seek to incorporate to broaden the Board’s capabilities. These responses are used to select nominees to the Board. The following alphabetical list describes competencies that the Board of Directors andpresently deems desirable to ensure it is aligned with the Company.Company’s strategic priorities.

	Audit Committee Financial Expert	All members of the Audit and FinanceAF Committee are Audit Committee Financial Experts. This experience assistsensures our directors in understanding, advisingunderstand, advise on and overseeingoversee our capital structure, finance and investing activities, as well as our financial reporting and internal controls.
	Board Service onat Public Companies	Service on the boards and board committees of other public companies provides additional understanding of corporate governance practices and trends and further insight into board management, including relations between the board, the CEO, and senior management, agenda setting and succession planning.
	Business Development and and Marketing	Prior responsibilities for “growing the business” and experience making strategic decisions are critical to the oversight of our business, including the assessment and development of our core business strategy, planning and marketing.
	CEO/CFO Experience	Experience serving as CEO, CFO or other C-Level executive and the hands-on leadership experience that comes with it is valuable to unique organizations like Royal Gold in core management areas such as preparation and adherence to budgets, strategic planning, financial reporting, compliance, and risk management.
	Corporate Governance Experience	A deep understanding of the board’s duties and responsibilities to all stakeholders enhances board effectiveness and ensures independent oversight that is aligned with stockholder interest.
	Finance Experience	A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting, critically evaluating our performance, and ensuring our ability to grow the Company’s stream and royalty portfolio. Our directorsDirectors have a wealth of accounting, financial reporting, and corporate finance experience.
	Geology Geophysics and Mining Mining Engineering	As a company that evaluates, acquires, and manages precious metal stream and royalty interests, we seek directors with knowledge and experience in geology geophysics and mining engineering.
	Industry and Mining Mining Experience	Experience in mine operations, mine finance and the mining industry generally, gives valuable insight into the operational and financial issues facing our existing and potential future stream and royalty counterparties.
	Industry Association Participation	Many of our directorsDirectors are or have been active members of global, national and regional mining industry associations including World Gold Council, National Mining Association, Nevada Mining Association, and others.others giving them exposure to trends in the industry and continued visibility to decision-makers at global mining companies.
	International Business Experience	All our directors possess valuableDirectors have served as executives in global business experience,mining organizations, which we consider crucial to Royal Gold’s continued ability to grow its business globally.
	Leadership Experience	Skills developed from senior level positions in numerous organizations leading operational, technical, business development, accounting, finance, legal, and other teams are passed on to the Company’s management to foster talent growth among the current and next generation of Company leadership.
	Legal and Compliance Experience	We value directors possessinga board that possesses a broad range of legal skills, including regulatory matters, policy and procedure formulation, litigation and dispute resolution, negotiation, communication, compliance, Environmental, Social and governance,Governance matters, and board duties and function.
	Reputation in the the Industry	All of our directorsDirectors are well-known and held in the highest regard in our industry.
	Risk Management	In light of the Board’s role in risk oversight, we seek directorshave recruited Directors who can helpsupport management recognize, managein recognizing, managing, and mitigatemitigating such key risks as cybersecurity, regulatory compliance, competition, finance and financial reporting, brand integrity, talent development and succession planning.

AttributesTable of Contents

PROPOSAL 1

Qualities of Royal GoldGold’s Board of Directors

INDEPENDENCE		AVERAGE BOARD TENURE		AVERAGE DIRECTOR QUALIFICATIONSSERVICE
All Directors other than the CEO are independent independent.		The average tenure forof our Independent Directors’ service on our Board of Directors is approximately 5 years 6 years.	Among other qualifications, every Director has substantial corporate governance, risk management and industry expertise
◆◆◆◆◆◆◇	◆◆◆◆	1-4 years	◆◆◆◆◆◆◆
	◆	5-9 years
	◆	10+ years	The average service of our Independent Directors on outside public company boards is approximatelyone board.

www.royalgold.com

17

---

Table of Contents

Proposal 1

Our Board of Directors

Below, we provide the names, position with the Company, periods of service and experience of the Company’s Directors. The persons who are nominated for election as Class I Directors at the Annual Meeting are indicated with an asterisk *. Each Director brings a strong and unique background and skillset to the Board including, amongothers, public company board service, long histories of significant leadership positions, and industry experience in the areas of mining, operations, accounting, administration, finance, business development and marketing, law, international business and risk management. The qualifications and experience of our Directors are also summarized on page 8.

OUR DIRECTOR NOMINEESOur Director Nominees

*Tony A. Jensen, 56WILLIAM M. HAYES, 74

	President and Chief Executive Officer of Royal Gold, Inc. Class III Director Nominee (Term(Term expires 2018)2019)
Chairman since 2014
Director (non-independent) since August 20042008
Independent
Chairman of the Audit andFinance Committee
Audit Committee Financial Expert

Mr. Hayes served as a Director on Antofagasta PLC’s Board from 2006-2019, where he held positions as the Senior Independent Director, Audit Committee Chair, and a member of the Safety and Sustainability Committee. He has served as the Chairman of the Board of Tethyan Copper Company since 2007. Mr. Hayes has over 30 years of progressive experience focused on mining. Mr. Hayes retired from Placer Dome Inc., where he served as Executive Vice President for Project Development and Corporate Affairs from 2004-2006, and previously served as Executive Vice President for USA and Latin America from 2000-2004, and Executive Vice President for Latin America from 1994-2000. Mr. Hayes also worked as an executive, including as a Chief Financial Officer, for various mining operations in Latin America since 1988.
QUALIFICATIONS AND EXPERIENCE
	Board Service Previous servicePreviously served as a director and member of the Safety and Sustainability Committee at Antofagasta PLC.
	Leadership, Finance and International Business Experience ●The Board of Directors determined that Mr. Hayes is an Audit Committee Financial Expert. ●Prior service as Executive Vice President for U.S. and Latin America, Placer Dome; Executive Vice President, Project Development and Corporate Responsibility CommitteesRelations, Placer Dome; Vice President and Treasurer, Placer Dome; and Regional Treasurer and Controller, Exxon Minerals.
	Industry Association Participation Previously served as President of the Mining Council in Chile and President of the Gold Institute in Washington, D.C.
	Mining Experience Previously responsible for six operating mines in Chile and the U.S., and five development projects in the U.S., Chile, Dominican Republic and Africa.
	Business Development and Marketing Extensive experience in project development and corporate affairs.
	Compensation and Corporate Governance Member of Compensation Committee and Nominating and Governance Committee of Antofagasta PLC

16

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 1

RONALD J. VANCE, 67

Class II Director Nominee (Term expires 2019)

Director since 2013

Independent

Chairman of the Compensation, Nominating & Governance Committee

Mr. Vance served as the Chairman of the Board of Southern Peaks Mining L.P. in 2018. Mr. Vance has over 40 years of experience in mining and corporate development. Mr. Vance retired from Teck Resources where he served as Senior Vice President, Corporate Development from 2006-2014. Prior to joining Teck Resources, Mr. Vance worked as Managing Director of Rothschild (Denver) Inc. from 1991-2000 and as Managing Director/Senior Advisor of Rothschild Inc. from 2000-2005.
QUALIFICATIONS AND EXPERIENCE
	Finance and International Business Experience ●Expertise in capital markets, finance, and mergers and acquisitions in the mining industry. ●Expertise in managing the generation, negotiation, and execution of complex, large-scale transactions. ●Experience building strategic commercial relationships with a broad range of international companies and developing and executing corporate and structured financing arrangements.
	Industry and Mining Experience More than 30 years of executive experience in the mining industry.
	Business Development and Marketing Extensive experience in corporate development, strategic planning, project development, and marketing of precious metals.
	Industry Association Participation Past Director of the Gold Institute and World Gold Council; past member of Denver Gold Group and various trade association committees.

www.royalgold.com

17

---

Table of Contents

PROPOSAL 1

Our Continuing Directors

TONY A. JENSEN, 57

Class I Director (Term expires 2021)

President and Chief Executive Officer

Director since 2004

Non-Independent

Tony Jensen has over thirty-five years of progressive business experience focused in the mining and finance industries, including eighteen years with the Placer Dome group of companies and sixteen years with Royal Gold, Inc. Mr. Jensen’s background is anchored in operational experience gained in the United States and Chile, where he occupied senior management positions. This operational experience is balanced by corporate administrative, finance, business development, and mergers and acquisition experience in various roles with Royal Gold and Placer Dome in San Francisco, California, Santiago, Chile, and Denver, Colorado. Mr. Jensen is currently President and Chief Executive Officer of Royal Gold, Inc. but has announced his retirement from his positions as Class I Director and President and Chief Executive Officer effective January 2, 2020. He served as a Director of Golden Star Resources from 2012 to 2017.
QUALIFICATIONS AND EXPERIENCE
	Board, Corporate Governance and Industry Association Participation Previously served as a director of Golden Star Resources Ltd. Currentlyand member of its audit and corporate responsibility committees, director of the National Mining Association (“NMA”) and a member of the NMA finance committee, director of the World Gold Council and member of the Finance Committeenominations committee and previously Chairman of the National Mining Association. Currently a directorcompensation committee, prior Chairman and member of the Nominations Committee,Industrial Advisory Board and past chairman of the Compensation Committee, of the World Gold Council. Currently acurrent member of the University Advisory Board, and past chairman and member of the Industrial Advisory Board of the South Dakota School of Mines and Technology.
	Leadership Experience Extensive operations, corporate, and executive experience managing professional teams and large work forces with Placer Dome, and current corporate and executive experience as President and CEO of Royal Gold.
	Finance Experience Current member of NMA’s Finance Committee and past member of Golden Star’s Audit Committee. Prior experience as Director, Finance and Strategic Growth, and Treasurer of Placer Dome Latin America. Experience raising capital in the debt and equity markets for Royal Gold.
	Industry, Mining, and International Business Experience Active board memberships noted above, prior Chairman and Director of the Nevada Mining Association, Director of the Colorado Mining Association, and member of the University of Colorado Center for Commodities Advisory Board, as well as extensive industry, mining, acquisition, and international business experience through various roles with Royal Gold and Placer Dome, including a foreign assignment in Chile from 1995 to 1999.
	Geology and Mining Engineering Experienced mine engineer, operations supervisor, and mine general manager; Bachelor of Science degree in Mining Engineering from South Dakota School of Mines.
	Operations Prior domestic and international experience as mine engineer, operations supervisor, and mine general manager while based at three mining operations for Placer Dome, as well as exploration, review, development and acquisition assignments at various other operations and properties.
	Business Development and Marketing Extensive experience in corporate development for Royal Gold and Placer Dome.

EDUCATION
	●Compensation and Corporate Governance BachelorPrevious Chairman of Science degree in Mining Engineering from South Dakota School of Minesthe World Gold Council Compensation Committee and Technology ●Certificate in Finance from Golden Gate University in San Franciscooverall responsibility for Royal Gold compensation program.

◇18	CURRENT BOARD AND/OR EXECUTIVE POSITIONS

Royal Gold, Inc.

President and Chief Executive Officer

2006 to present

◇	PREVIOUS BOARD AND/OR EXECUTIVE POSITIONS

Royal Gold, Inc.	President and Chief Operating Officer	2003 to 2006
Golden Star Resources Ltd. (TSX:GSC; NYSE MKT: GSS; GSE: GSR)	Director	2012 to 2017
Cortez Joint Venture	Mine General Manager	1999 to 2003
Placer Dome Latin America	●Director, Finance and Strategic Growth and Treasurer ●SubGerente General de Operationes for Compania Minera Mantos de Oro, a subsidiary of Placer Dome Latin America	1995 to 1999
Placer Dome US	Various engineering, operational management and corporate experience	Prior to 1995

2018 Proxy Statement

18ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

ProposalPROPOSAL 1

*Jamie C. Sokalsky,61

Retired Mining ExecutiveC. KEVIN McARTHUR, 64 Class I Director Nominee (Term expires 2018) Independent Director since August 2015

Audit and Finance Committee Member Audit Committee Financial Expert

QUALIFICATIONS AND EXPERIENCE
	Board Service Member of the board of directors of Agnico-Eagle and is chairman of the board of Probe Metals. Mr. Sokalsky is a past director of Pengrowth Energy Corporation and the World Gold Council and a past member of the International Council on Mining and Metals.
	Leadership Experience Over 30 years of senior executive experience in finance, capital markets, corporate strategy, project development, acquisitions and divestitures, including extensive board, CEO and CFO experience with international mining organizations, and board experience serving as a director for four public companies, two of which were metals mining companies.
	International Mining Experience More than 20 years’ experience in international gold mining, encompassing strategy, finance, operations and investment.
	Finance Experience ●The Board of Directors determined that Mr. Sokalsky is an Audit Committee Financial Expert. ●Extensive finance experience as treasurer and subsequently CFO of Barrick Gold Corporation (“Barrick”).
	Business Development and Marketing Extensive experience in corporate development for Barrick.

EDUCATION

●Bachelor of Commerce degree (Honors) from Lakehead University ●Chartered Professional Accountant designation

◇	CURRENT BOARD AND/OR EXECUTIVE POSITIONS

Agnico-Eagle Mines Limited (NYSE:AEM)	Director	2015 to present
Probe Metals, Inc. (TSX-V:PRB)	Chairman of the Board of Directors	2015 to present

◇	PREVIOUS BOARD AND/OR EXECUTIVE POSITIONS

Pengrowth Energy Corporation (NYSE:PGH)	Director	2015 to 2018
Angus Ventures Inc. (TSX-V:Gus.P)	President	2017 to 2018
Barrick Gold Corporation	●CEO and President ●Executive roles including CFO and Executive Vice President	2012 to 2014 Various times from 1999 to 2012
	●Treasurer and Vice President	1993 to 1999
World Gold Council	Director	2012 to 2014
International Council on Mining and Metals	Member	2012 to 2014

www.royalgold.com

19

---

Table of Contents

Proposal 1

OUR CONTINUING DIRECTORS

William M. Hayes,73

Retired Mining Executive Chairman of the Board of Directors since May 2014 Class II Director (Term expires 2019) Independent Director since January 2008

Audit Committee Financial Expert Chairman of the Audit and Finance Committee

QUALIFICATIONS AND EXPERIENCE
	Leadership, Finance and International Business Experience ●The Board of Directors determined that Mr. Hayes is an Audit Committee Financial Expert. ●Prior service as Executive Vice President for U.S. and Latin America, Placer Dome; Executive Vice President, Project Development and Corporate Relations, Placer Dome; Vice President and Treasurer, Placer Dome; and Regional Treasurer and Controller, Exxon Minerals.
	Industry Experience Previously served as President of the Mining Council in Chile and President of the Gold Institute in Washington, D.C.
	Mining Experience Previously responsible for six operating mines in Chile and the U.S., and five development projects in the U.S., Chile, Dominican Republic and Africa.
	Business Development and Marketing Extensive experience in project development and corporate affairs.

EDUCATION

●Bachelor of Arts and Master of Arts degree in International Management from the American Graduate School of International Management ●Bachelor of Arts degree in Political Science from the University of San Francisco

◇	CURRENT BOARD AND/OR EXECUTIVE POSITIONS

Antofagasta PLC: (LON:ANTO), an FTSE 100 Company listed on the London Stock Exchange engaged in mining, transportation, water distribution and energy

●Director ●Member of Safety and Sustainability Committee

◇	PREVIOUS BOARD AND/OR EXECUTIVE POSITIONS

Antofagasta PLC	●Senior Independent Director, Audit Committee Chairman ●Former member of the Audit and Risk, Remuneration and Talent Management, and Nomination and Governance Committees ●Chairman and Director of Tethyan Copper Company, a 50-50 joint venture between Antofogasta and Barrick related to the Reko Diq Project in Pakistan	Various times since 2006
Placer Dome Inc.	●Executive VP for Project Development and Corporate Affairs	2004 to 2006
	●Executive VP for USA and Latin America	2000 to 2004
	●Executive VP for Latin America	1994 to 2000
	●VP and Treasurer	1991 to 1994
Compania Mantos de Oro (La Coipa) and Compania Minera Zaldivar (Zaldivar Mine)	President	2000 to 2004
Mantos de Oro, Chile at the La Coipa mine	●Chief Executive Officer ●Chief Financial Officer	1995 to 1999 1988 to 1991
Exxon Corporation	Various financial positions	1972 to 1987

2018 Proxy Statement

20

---

Table of Contents

Proposal 1

C. Kevin McArthur,63

	Executive Chair and a Director of Tahoe Resources Inc. Class III Director (Term expires 2020) Independent
Director since March 2014
Independent
Compensation, Nominating and Governance Committee Member

Mr. McArthur currently serves as a Director on the Boards of Pan American Silver Corp. (Nasdaq: PAAS) and Boart Longyear Limited (ASX: BLY), where he has served as Chairman of the Board since September 1, 2019. Mr. McArthur has over 25 years of progressive experience focused on mining. Mr. McArthur retired from Tahoe Resources Inc. where he served as a Director and its CEO from 2009-2015 and as its Executive Chairman from 2015-2019. Prior to joining Tahoe Resources, Mr. McArthur was the President and CEO of Glamis Gold Ltd. from 1996 until 2006 when it was purchased by Goldcorp Inc., where Mr. MacArthur served as President, CEO, and Director until his retirement in 2008.
QUALIFICATIONS AND EXPERIENCE
	Board Service, Compensation and Corporate Governance Experience Director of Tahoe since 2009,Pan American Silver Corp. and Boart Longyear Limited, and a past director of Tahoe Resources, Goldcorp, Glamis Gold, Consolidated Thompson, Cloud Peak and Pembrook. Prior Board assignments included serving as the chairmanChairman of: the Pembrook audit committee, the Pembrook and Consolidated Thompson governance committees, the Cloud Peak health, safety, environment and communities committee and the Consolidated Thompson special committee during an M&A transaction, as well as serving on the Pembrook and Consolidated Thompson compensation committees and the Cloud Peak governance and nominating committees.
	Leadership Service Extensive experience as a president and CEO of international mining companies since 1998. He founded and iswas Executive Chair and a director until 2019, and also served as President and CEO of Tahoe. He served as President, CEO and a director of Goldcorp; President and CEO of Glamis Gold, and as a director of Consolidated Thompson, Cloud Peak and Pembrook.
	Industry, Mining, and MiningInternational Business Experience More than 1920 years of CEO experience in the mining business; over 3738 years of operational, senior management and executive experience in the mining industry, including mine financing, mine construction and operations, mining engineering and mergers and acquisitions.
	International Mining Experience Various years of experienceacquisitions through various roles in projects and the executive management of international operations including Chili,in Chile, Spain, Canada, Mexico, Honduras, Guatemala, Peru, Argentina and Panama.
	OperationsGeology and Mining Engineering Experience with mine construction and operation, mining engineering, and as a mine general manager. Bachelor of Science degree in Mining Engineering from University of Nevada.
	Operations Many years of direct operations experience in Nevada, Alaska, and California. Includes nine years in a variety of mine operations positions and ten years as Mine General Manager.
	Corporate Governance Chair of Consolidated Thompson Iron Ore Ltd Governance Committee from 2009-2011.mine general manager.
	Business Development and Marketing Extensive experience in corporate development for Tahoe, Goldcorp and Glamis Gold.

EDUCATION

Bachelor of Science degree in Mining Engineering from the University of Nevada

www.royalgold.com

19

---

Table of Contents

PROPOSAL 1

JAMIE C. SOKALSKY, 62

◇	CURRENT BOARD AND/OR EXECUTIVE POSITIONS
Class I Director (Term expires 2021)
Director since 2015
Independent
Audit and Finance Committee Member
Audit Committee Financial Expert

Mr. Sokalsky has served as the Chairman of Probe Metals, Inc. (TSX-V: PRB) since 2016 and as a Director of Agnico-Eagle Mines Ltd. (NYSE: AEM) since 2015. Mr. Sokalsky has over 25 years of progressive experience in the mining industry, starting in 1993 as the Treasurer and Vice President at Barrick Gold Corporation (“Barrick”), where he served as Chief Financial Officer from 1999-2012, and as CEO and President and as a Director from 2012-2014. From 2014-2016, Mr. Sokalsky served as a Chairman of the Board of Probe Mines Limited, and from 2015-2018 as a Director of Pengrowth Energy Corporation (NYSE: PGH). From 2017-2018, Mr. Sokalsky served as a Vice President of Angus Ventures Inc. (TSX-V: Gus.P).
Tahoe Resources Inc.QUALIFICATIONS AND EXPERIENCE
	Board Service and Compensation Experience Member of the board of directors of Agnico-Eagle and is Chairman of the board and compensation committee of Probe Metals. Mr. Sokalsky is a past director of Pengrowth Energy Corporation and the World Gold Council and a past member of the International Council on Mining and Metals.
	Leadership Experience Over 30 years of senior executive experience in finance, capital markets, corporate strategy, project development, acquisitions and divestitures, including extensive board, CEO and CFO experience with international mining organizations, and board experience serving as a director for seven public companies, five of which were precious metals mining companies.
	International Mining Experience More than 20 years experience in international gold mining, encompassing strategy, finance, operations and investment.
	Finance Experience ●Executive ChairThe Board of Directors determined that Mr. Sokalsky is an Audit Committee Financial Expert.	2015 to present
(NYSE:TAHO; TSX)	●DirectorExtensive finance experience as treasurer and subsequently CFO of Barrick.	2009 to present
	●CEOChartered Professional Accountant designation.	2015 to 2016
	●PresidentBusiness Development and CEOMarketing Extensive experience in corporate development for Barrick.	2009 to 2014
	●Vice Chair and CEO	2014 to 2015

◇20	PREVIOUS BOARD AND/OR EXECUTIVE POSITIONS

Tahoe Resources Inc.	●CEO	2015 to 2016
	●President and CEO	2009 to 2014
	●Vice Chair and CEO	2014 to 2015
Goldcorp Inc. (TSX:LG; NYSE:GG)	President, CEO and Director	2006 until 2008 retirement
Glamis Gold Ltd.	President and CEO	1998 until Goldcorp acquisition in 2006
Consolidated Thompson Iron Mines Limited (TSX:CLM)	Director	2009 to 2011
Cloud Peak Energy Inc. (NYSE:CLD)	Director	2009 to 2010
Pembrook Mining Corp	Director	2009 to 2014
BP Minerals Homestake Mining Company	Various operating and engineering positions	Prior to 1998

www.royalgold.com

21ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

ProposalPROPOSAL 1

Christopher M.T. Thompson,70

CHRISTOPHER M.T. THOMPSON, 71

Retired Mining Executive

Class III Director (Term expires 2020) Independent

Director since May 2014

Independent

Audit and Finance Committee Member

Audit Committee Financial Expert

Mr. Thompson has served as a Director of Jacobs Engineering Group Inc. (NYSE: JEC) since 2012. He has over 25 years of progressive experience in the mining industry. Mr. Thompson also served on the Board of Directors of Teck Resources Limited from 2003-2014 and as the Chairman of Golden Star Resources from 2010-2015. Mr. Thompson served as the Chairman and CEO of Gold Fields Limited from 1998-2002 and as its Chairman until 2005.
QUALIFICATIONS AND EXPERIENCE
	Board Serviceand Committee Experience Currently a member of the Audit and Finance Committee and a Director of Royal Gold. Also currently a member of the boardserves as Lead Independent director of Jacobs Engineering and a former member of the Audit and Compensation Committee thereof. Mr. Thompson is also a former member of the Colorado School of Mines Foundation Board of Governors. Previously, he served as a director and member of the executive, nominating, compensation, audit and reserve committees of Teck Resources and Chairman and a member of the audit and compensation committees of Golden Star, and he served as chairmanChairman of Gold Fields Limited and was chairmanChairman of the World Gold Council.
	Leadership Experience Extensive board and CEO experience with international mining organizations since 1985 and board experience serving as a director for over 25 public gold mining companies.
	International Mining Experience More than 40 years’ experience in international gold producinggold-producing operations, gold mining investment and venture capital fields.capital.
	Finance Experience ●The Board of Directors determined that Mr. Thompson is an Audit Committee Financial Expert. ●Extensive experience evaluating new mining projects; member of the audit committee for Jacobs Engineering; founder and CEO of Castle Group which managed three venture capital funds that employed various structures, including royalties, to finance development of new gold mines.
	Business Development and Marketing Extensive experience in corporate development for Gold Fields, Castle Group and numerous board positions.

EDUCATION

●Bachelor degree in law and economics from Rhodes University, South Africa ●Master’s degree in Management Studies from Bradford University in the United Kingdom

◇	CURRENT BOARD AND/OR EXECUTIVE POSITIONS

Jacobs Engineering Group Inc. (NYSE:JEC)

Director

2012 to present

◇	PREVIOUS BOARD AND/OR EXECUTIVE POSITIONS

Teck Resources Limited (NYSE:TECK)	Director	2003 to 2014
Golden Star Resources (TSX:GSC; NYSE MKT:GSS; GSE:GSR)	Chairman	2010 to 2015
Gold Fields Limited	●Chairman of the Board	1998 to 2005
	●Chairman and CEO	1998 to 2002
World Gold Council	Chairman of the Board	2002 to 2005
Castle Group	Founder and CEO	1992 to 1998

2018 Proxy Statement
22www.royalgold.com		21

---

Table of Contents

ProposalPROPOSAL 1

Ronald J. Vance,66

Board Chairman of Southern Peaks Mining, LPSYBIL E. VEENMAN, 56 Class II Director (Term expires 2019) Independent Director since April 2013

Chairman of the Compensation, Nominating & Governance Committee

QUALIFICATIONS AND EXPERIENCE
	Board Service Currently a member of the CNG Committee and a Director of Royal Gold.
	Finance and International Business Experience ●Expertise in capital markets, finance and mergers and acquisitions in the mining industry ●Expertise in managing the generation, negotiation and execution of complex, large-scale transactions. ●Experience building strategic commercial relationships with a broad range of international companies and developing and executing corporate and structured financing arrangements.
	Industry and Mining Experience More than 30 years of executive experience in the mining industry.
	Business Development and Marketing Extensive experience in corporate development, strategic planning, project development and marketing of precious metals.
	Industry Association Participation Past Director of the Gold Institute and World Gold Council; past member of Denver Gold Group and various trade association committees.

EDUCATION

●Bachelor of Arts degree from Hobart College ●Master of Business Administration degree from Columbia University

◇	PREVIOUS BOARD AND/OR EXECUTIVE POSITIONS

Teck Resources (NYSE:TECK)	Senior Vice President, Corporate Development	2006 to 2014
Rothschild Inc.	Managing Director/Senior Advisor	2000 to 2005
Rothschild (Denver) Inc.	Managing Director	1991 to 2000
Newmont Mining Corporation	●Vice President Project Development	1989 to 1991
	●Vice President Marketing	1983 to 1989
Amax Copper Inc.	Director, Copper Sales and Manager, Specialty Copper Sales	1978 to 1983

www.royalgold.com

23

---

Table of Contents

Proposal 1

Sybil E. Veenman,55
	Retired Mining Executive Class III Director (Term expires 2020) Independent
Director since January 2017
Independent
Compensation, Nominating and Governance Committee Member

Ms. Veenman has served as a Director of NexGen Energy Ltd. (NYSE: NXE) since August 2018; IAMGOLD Corporation (NYSE: AG) since 2015; and Noront Resources Ltd. (TSX-V: NOT) since 2015. Ms. Veenman has over 25 years of progressive experience in the mining industry. She served in various officer positions from 1994 to 2010 and as General Counsel and a member of the Executive Leadership Team of Barrick from 2010-2014.
QUALIFICATIONS AND EXPERIENCE
	Board Service Currently a member of the CNG Committee and a Director of Royal Gold. Independent Director of IAMGOLD, Noront and NexGen Energy Ltd, and Noront Resources Ltd.
	Corporate Governance Chair of Nominating and Corporate Governance Committee of IAMGOLD and chairChair of Compensation, Governance and Nominating Committee of Noront; member of the Compensation Committee and Governance Committee of NexGen Energy; completed Institute of Corporate Directors, Director Education Program and achieved ICD.D designation from the Institute; played key role in review and restructuring of governance practices and policies at Barrick following adoption of Sarbanes-Oxley Act.
	Industry, Mining and International Experience More than 20 years of experience with international gold mining company with large portfolio of operating mines, development projects and exploration properties across five continents.
	Leadership Experience Served as member of Executive Leadership Team of Barrick; General Counsel of Barrick, heading global legal department comprised of approximately 35 lawyers in 11 countries.
	Legal, Risk and Compliance Previously General Counsel of Barrick, heading global legal department, with responsibility for managing overall legal affairs of the company including: legal support of mergers and acquisitions, debt and equity financings; management of litigation; development and oversight of key compliance policies and programs; and engaged in private practice with a focus on corporate/commercial, mergers and acquisitions and securities. Joint oversight responsibility for enterprise risk management, security/asset protection and community, health, environment, safety and security audit functions at Barrick.
	Reputation in the Industry Over 20 years of experience with major international mining company.
EDUCATION
Bachelor of Laws degree from the University of Toronto, admitted to Ontario Bar in 1989

◇ 22	CURRENT BOARD AND/OR EXECUTIVE POSITIONS

NexGen Energy Ltd. (NYSE: NXE)	Independent Director	August 2018 to present
IAMGOLD Corporation (NYSE:IAG)	●Independent Director ●Member of Safety, Environmental and Reserves Committee ●Chair of Nominating and Corporate Governance Committee	2015 to present
Noront Resources Ltd. (TSX:V:NOT)	●Independent Director ●Chairman of the Compensation, Governance and Nominating Committee ●Member of the Environmental, Health, Safety and Sustainability Committee	2015 to present

◇	PREVIOUS BOARD AND/OR EXECUTIVE POSITIONS

Barrick Gold Corporation (NYSE:ABX)	●Senior Vice President, General Counsel and Member of Executive Leadership Team	2010 to 2014
	●Various roles including Vice President Associate General Counsel and Senior Vice President Associate General Counsel	1994 to 2010
Lac Minerals Ltd.	Associate General Counsel and Secretary	1994
Fasken Campbell Godfrey, barristers and solicitors	Associate	1989 to 1994

2018 Proxy Statement

24ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

ProposalPROPOSAL 1

Director Independence of Directors

The Board of Directors determined that each Director, except for Mr. Jensen, who ishas served as the President and CEO of the Company since 2006, is “independent” under the listing standards of the Nasdaq Stock Exchange (“Nasdaq”). The Board of Directors also determined that the Directors designated as “independent” have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a Director.

Board Succession, Recruitment and Nomination and Election

1	Succession Planning	The Compensation, Nominating & Governance Committee (“CNG Committee”) considers current and long-term needs of our evolving business and seeks potential Director candidates in light of emerging needs, current Board structure, tenure, skills, diversity and experience.
2	Identification of Candidates	The CNG Committee identifies a pool of qualified Director candidates through a robust search process, which includes use of an independent search firm, and assesses candidates’ skills, experience and background. Among other qualifications, the CNG Committee considers:
		●Experience in the mining industry ●Diversity ●Integrity and perspective ●Broad business judgement and leadership skills ●Personal qualities and reputation in the business community ●Ability and willingness to commit adequate time to Board and Committee duties
3	Meeting with Candidates	Potential Director candidates are interviewed by the Chairman, CEO and members of the CNG Committee.
4	Decision and Nomination	The CNG Committee recommends, and the full Board selects nominees that are best qualified to serve the interests of the Company and the stockholders.
5	Election	If nominees are approved by the Board, stockholders consider the nominees for election to the Board and elect Directors, in most cases, to serve three-year terms.

The Board’s Role and Responsibilities

The Board is elected by stockholders to oversee management and assure that stockholders’ long-term interests are being served. A significant portion of the Board’s oversight responsibility is carried out through its independentstanding Committees, the Audit and FinanceAF Committee and the Compensation, Nominating and GovernanceCNG Committee. All Committee members satisfy the Nasdaq and SEC definitions of Independent Director. Each Committee meets regularly throughout the year, reports its actions to the Board, receives reports from senior management, and evaluates its performance annually. Each Committee is authorized to retain outside advisors.

Board Oversight of Risk Management

The Board of Directors has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. The BoardEvery member of Directors relies upon the President and CEO and other members of management to superviseday-to-day risk management. The President and CEO reports directly to the Board and certain Board Committees on such matters, as appropriate.

The Board of Directors delegates certain oversight responsibilities to its Committees. For example, whilehas experience with risk management at the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations, and ethics rests with the management of the Company, the Audit and Finance Committee provides risk oversight with respect to the Company’s financial statements, the Company’s compliance with certain legal and regulatory requirements and corporate policies and controls, the selection, retention, qualifications, objectivity and independence of the independent auditors, and cybersecurity. Similarly, the Compensation, Nominating and Governance Committee provides risk oversight with respect to the Company’s compensation program, governance structure and processes, the Company’s compliance with certain legal and regulatory requirements, and succession planning.

www.royalgold.com

25

---

Table of Contents

Proposal 1

enterprise level. The Board also oversees a robust enterprise risk management program designed to identify, define, manage and, when necessary, mitigate risks confronting the Company. The enterprise risk management program is administered, reviewed and updated by management on an ongoing basis, and reviewed by the Board of Directors quarterly.relies on members of management to supervise day-to-day risk management. Management reports directly to the Board and certain Board Committees on such matters, as appropriate.

BOARD OF DIRECTORS Our Board and each Committee oversees various aspects of enterprise risk

��

AUDIT AND FINANCE COMMITTEE ●Integrity of Financial Statements and Internal Controls ●Audit and Accounting Risk ●Cybersecurity Risk ●Compliance Risk ●Capital Structure

COMPENSATION, NOMINATING & GOVERNANCE COMMITTEE ●Regulatory Risks; Governance Guidelines ●Board Organization, Membership and Structure Risk ●Governance Risk ●Management and Director Succession ●Executive Compensation Program Risk

MANAGEMENT Our Enterprise Risk Management Program is administered, reviewed, and updated by management on an ongoing basis, and reviewed by the Board of Directors quarterly

www.royalgold.com

23

---

Table of Contents

PROPOSAL 1

Board Succession, Recruitment, Nomination, and Election

1	Succession Planning		The CNG Committee considers the current and long-term needs of our evolving business and seeks potential Director candidates in light of emerging needs, current Board structure, tenure, skills, diversity and experience.
2	Identify Candidates		The CNG Committee identifies a pool of qualified and diverse Director candidates through a robust search process, which may include an independent search firm, and assesses candidates’ skills, experience and background. Among other qualifications, the CNG Committee considers: ●Experience in mining and mine finance ●Diversity ●Integrity and perspective ●Broad business judgment and leadership skills ●Areas of expertise ●Personal qualities and reputation in the business community ●Ability and willingness to commit adequate time to Board and Committee duties
3	In-depth Review and Interview Process		Potential Director candidates are interviewed by the Chairman, President and CEO, and members of the CNG Committee.
4	Decision and Nomination		The CNG Committee recommends, and the full Board selects, nominees that are best qualified to serve the interests of the Company and its stockholders.
5	Election		If nominees are approved by the Board, stockholders consider the nominees for election to the Board. In most cases, Directors serve three-year terms.
Results			Five new independent directors were appointed in the past six years, including: two financial experts, three former CEO’s, one mining engineer, and one legal expert. One of the new independent directors is female.

Conditional Resignation Policies

Under the Company’s Bylaws, each Director is required to execute a “conditional resignation” providing that such resignation shall be effective in the event (i) the Director fails to be elected at any annual meeting of the stockholders at which he or she stands for election or re-election, and (ii) the Board notifies the Director or publicly announces that it accepted the resignation. A majority of the disinterested Directors has discretion whether to accept or reject the Director’s resignation.

Under the Company’s Board of Directors’ Governance Guidelines, any Director reaching the age of 72 must submit a written offer of resignation. A majority of the disinterested Directors has discretion to accept or reject such offers of resignation, which will be considered annually for so long as the affected Director remains in office. During fiscal year 2019, the offer of resignation previously submitted by Mr. Hayes was reviewed but was not accepted by the disinterested Directors.

Under the Company’s Code of Business Conduct and Ethics, any Director who experiences a change in his or her principal occupation must submit a written offer of resignation. A majority of thedisinterested Directors has discretion to accept or reject such offers of resignation. During fiscal year 2019, Mr. McArthur submitted a written offer to resign as a Director upon his resignation as Executive Chair of Tahoe Resources Inc. following the merger of Tahoe and Pan American Silver Corp. The disinterested Directors rejected Mr. McArthur’s offer.

Management Succession Planning

One of the primary responsibilities of the Board and management is to ensure that the Company has qualified leadership possessing the appropriate knowledge, experience and skills to successfully execute its business and strategic plans. Management is actively engaged in leadership development, including regular discussions concerning the development and retention of critical talent to promote future success, and the creation of opportunities for individual personal and professional development. In addition, the Board regularly reviews and discusses succession plans for both the Board and senior executives,management, including the President and CEO, during Board Committee meetings and executive sessions of the full Board.CEO. Directors become familiar with potential successors for senior executive positions through various means, including Board meeting presentations and less formal interactions throughout the course of the year.

24

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 1

The Board’s practice is to prepare for planned or unplanned changes in leadership in order to ensure the long-term continuity and stability of the Company. Accordingly,At any point in time, the Board has well-considered options available to respond to an unexpected vacancyvacancies in the President and CEO position.position as well as the other senior leadership positions.

On May 1, 2019, the Company announced Mr. Jensen’s intent to retire from the Company before March 31, 2020. The Board has long planned for Mr. Jensen’s eventual retirement from Royal Gold. During fiscal year 2019, the CNG Committee considered several qualified, major recruiting firms and engaged Russell Reynolds Associates (“RRA”) to conduct the search for Mr. Jensen’s successor. The CNG Committee worked with the Board and RRA to develop a detailed job specification after considering the skills, experience, and expertise that successful candidates should possess. Coincident with the public announcement of Mr. Jensen’s intended retirement, the CNG Committee authorized RRA to commence the search from among a comprehensive list of diverse external and internal candidates developed by the Board, the CNG Committee and RRA. Since then, the CNG Committee met frequently, both telephonically and in person, to discuss potential candidates and to refine the candidate list until a small number were selected for in-person interviews with the CNG Committee. Ultimately, the candidate recommended by the CNG Committee, William Heissenbuttel, currently our Chief Financial Officer and Vice President Strategy, was interviewed by the remaining Board members. After considering all of Mr. Heissenbuttel’s experience and qualifications in light of the Company’s perceived needs, the Board accepted the CNG Committee’s recommendation and appointed Mr. Heissenbuttel to succeed Mr. Jensen as President and Chief Executive Officer, and as a Class I Director, when Mr. Jensen resigns from those positions effective January 2, 2020. Mr. Heissenbuttel will serve as a Class I Director for a term ending in November 2021.

Commitment to Corporate Social Responsibility

With just 23Royal Gold acquires metals streams, royalties and similar passive interests in mineral production, primarily by providing financing to third party developers and operators of mining projects. Except for our activities at the Peak Gold project in Alaska, we do not conduct exploration, development or mining operations, and our stream and royalty agreements do not allow us direct influence over our operators’ decision-making and operations at the properties in which we’re invested. Moreover, with fewer than 25 professional and administrative employees across four offices in three countries, Royal Gold’s corporatedirect environmental and social footprint is modest. We nonetheless

Nonetheless, through our Environmental, Social Responsibility and Governance Policy, we acknowledge international concerns related to climate change, sustainability and the protection of the global environment,other environmental, social and governance (ESG) issues, particularly as those concerns may be influenced by the mining industry. Royal Gold is committed to preserving and protecting the environment, promoting the health and safety of our employees, and respecting local cultures and values in the communities where we invest.

We believe responsible mineral developmentmining and business practices can benefit local communities and create sustainable value for all stakeholders. Guided by this core principle, we are committed to good governance, environmental stewardship, promoting human rights (including children’s rights) and fair labor practices, safeguarding the wellbeing of our own employees, and respecting the cultures and values of the host countries and the indigenous and local communities where we invest.

As a member of the World Gold Council, we fully endorse the ICMMnew Responsible Gold Mining Principles (RGMPs), which promote sustainable gold mining. We also support the International Council on Metal & Mining (ICMM) 10 Principles for sustainable development inacross the mining and metals industry. Our assetsindustries generally, as well as the London Bullion Market Association’s “Responsible Sourcing” program designed to combat money laundering, terrorist financing and human rights abuses in global metals markets.

These are passive investments, meaning that we do not conduct mining operations on the properties in which we hold stream or royalty interests. However,merely aspirational standards. Royal Gold seeks new investment opportunities with responsible operators, andwe regard environmental stewardshipconsiders management of ESG risks and commitment to sustainability as key aspects ofcornerstone responsibilities for well-managed mining projects. Accordingly,We recognize that while our review of any new investment includes consideration ofinfluence over our operators’ mining projects is limited, our stream and royalty portfolio is indirectly exposed to the operator’s commitmentESG risks associated with those operations. We manage our exposure to these fundamentals.risks by:

●	seeking new stream and royalty investment opportunities with responsible operators who maintain appropriate focus on ESG risks at their operations;
●	conducting considerable due diligence, including review of operators’ commitment to the above principles, during our review of new investment opportunities;
●	seeking, where possible, to mitigate ESG risk to our investments through negotiation of appropriate contractual safeguards; and
●	after making a new investment, monitoring the operator’s management of ESG risks on an ongoing basis and, where necessary, enforcing our contractual rights.

After we make a stream or royalty investment, we monitor the continuing effectiveness of the operators’ environmental and social practices. ManyOperators responsible for generating more than 95% of our operators implement2019 fiscal year revenue also endorse the RGMPs and the ICMM 10 Principles and/or subscribe to other international charters respecting environmentalESG issues, including the United Nations Global Compact, the Global Reporting Institute Standards, the IFC Performance Standards on Social and social issues,Environmental Sustainability, and the Extractive Industries Transparency Initiative.

Many of our operators also actively contribute in ways thatand positively impact the communities where they mine. We encourage their efforts and often make our own financial contributions in support of their programs. In 2019, we joined with Alamos Gold Inc. to fund a medical clinic and a scholarship program that provide needed healthcare and educational opportunities to the communities in proximity to the Mulatos mine located in Sonora, Mexico.

www.royalgold.com

25

---

Table of Contents

PROPOSAL 1

At our Peak Gold Project in Alaska,project, we workcontinue working with our joint venture partner to support the local Tetlin native community by funding social, environmentalcultural and other initiatives, administering secondary and post-secondary educational programs, and providing other development opportunities to Tetlin village residents.

Safety, environmental stewardship and sustainability are also key elements of Royal Gold’s corporate culture.success also depends heavily on the quality, commitment and welfare of our own employees. Our company policies promote a safe and healthy workplace and require strict adherence to legal and ethical standards in our business practices. This cultureWe also value the organizational strength that comes from a talented and diverse workforce. Through our Diversity Policy, Royal Gold is committed to an inclusive work environment where individuals are treated with fairness and respect and are given equal opportunity to develop and advance without regard to age, race, gender, color, religion, national origin, disability, sexual orientation, marital status, military status, and genetic characteristics.

Royal Gold’s commitment to community carries beyond our offices, as aoffices. A number of our current and former directors, officers and employees are active in or otherwise support educational institutions and non-profit organizations furthering such causes as promotion of community health, elimination of food insecurity and protection of at-risk children. We support these efforts by giving all employees two full days of paid leave in order to serve non-profit organizations of their choosing.

Stockholder Engagement

We are committed to creating long-term value for our stockholders. To ensure alignmentwe align with their best interests, we engage with many of our majoractive stockholders throughout the yearyear. Consistent with prior years, in 2019 we engaged with most of our largest shareholders who actively manage their portfolios on a variety of topics, including our financial performance, growthcorporate strategy, corporate governance practicescompetitive environment, capital allocation, succession planning, and our executive compensation program. Although we have always received more than majority support for our executive compensation programs, stockholder support from 2013 through 2015, in the low- to mid-70% range, was in our view unacceptable. The CNG Committee began working with its independent executive compensation consultant in early 2015 to address concerns expressed earlier by somedetails of our stockholders and proxy advisors. Membersportfolio of investments.

Various members of our management team, also solicited feedback from investors representing approximately 50%including our President & Chief Executive Officer, Chief Financial Officer and Vice President of Strategy, Vice President of Operations, and Vice President of Business Development typically participate in these dialogues with our outstanding shares concerning bothstockholders. Every quarter, our historic executive compensation programmanagement team reports to our Board regarding our stockholders, past and upcoming meetings, and the material program changes then under consideration. Generally, stockholders confirmed appreciation for increasingly transparent executive

2018 Proxy Statement

26

---

Table of Contentsfeedback received so that this information may be incorporated in the Company’s processes and strategies.

Proposal 1

compensation disclosure, support for our compensation benchmarking practices, including peer selection methodology, and support for program enhancements then under consideration.

Communication with Directors

The Board of Directors has endorsed the following process for managing communications from our stockholders. Any stockholder who desireswanting to contact the Company’sour Board of Directors may do so by writing to the Vice President, General Counsel and Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202.

80202, or by emailing the Secretary at corporatesecretary@royalgold.com. Any such communication should state the number of shares beneficially owned by the stockholder making the communication. The Vice President, General Counsel and Secretary will forward any such communicationcommunications relating to accounting, auditing or fraud to the Chairman of the CNGAF Committee, and will forward such communicationany other communications addressing a legitimate business issue to other members of the Board of Directors as appropriate, provided that such communication addresses a legitimate business issue. Any communication relating to accounting, auditing or fraud will be forwarded to the Chairman of the AF Committee.appropriate.

Board Structure

The Board of Directors does not have a prescribed policy on whether the roles of the Chairman and CEO should be separate or combined, but believes that the best structure for the Company’s Board of Directors at this time is to have an independent non-executive Chairman. Mr. Hayes is an independent director and has served as Chairman of the Board since May 2014, as Chairman of the Audit and FinanceAF Committee since November 2013, and as a Director of the Company since January 2008. If the Chairman is not independent, the Board’s Governance Guidelines require the independent directors to appoint a Lead Independent Director.

The Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the Independent Directors.

26

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 1

Committees of the Board

AUDIT AND FINANCE COMMITTEE (“AF COMMITTEE”)

The AF Committee and the CNG Committee are each governed by comprehensive charters describing the duties, obligations and responsibilities of each Committee. The charters are reviewed annually and updated when appropriate for evolving best practices, enhanced risk management, and regulatory developments. In addition, each Committee reviews compliance with its own charter on an annual basis. The charter for each Committee is a standing Committee ofavailable on the Board of Directors, consisting of the following persons:Company’s website at www.royalgold.com under “Responsibility & Governance – Governance – Committees.”

AUDIT AND FINANCE COMMITTEE (“AF COMMITTEE”)
The AF Committee is a standing Committee of the Board of Directors, consisting of the following persons:
William M. Hayes, Chairman Jamie C. Sokalsky Christopher M.T. Thompson	Committee Highlights:COMMITTEE HIGHLIGHTS: ●The AF Committee held sixseven meetings during fiscal year 2018.2019. ●All members are Independent under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. ●All members are considered “Audit Committee Financial Experts” as defined in Item 407(d) of Regulation S-K. ●All members satisfy the Nasdaq financial literacy and sophistication requirements. ●The Audit and Finance Committee Charter is available on the Company’s website at www.royalgold.com under “Governance“Responsibility & Governance – Governance – Committees.”

Roles and Responsibilities of the Committee
ROLES AND RESPONSIBILITIES OF THE COMMITTEE

The AF Committee assists the Board of Directors in its oversight of the integrity of the Company’s financial statements and compliance with legal and regulatory requirements and corporate policies and controls. The AF Committee has the direct responsibility to retain and terminate the Company’s independent registered public accountants (“Independent Accountants”), review reports of the independent registered public accountants,Independent Accountants, approve all auditing services and related fees and the terms of any agreements, and to pre-approve any non-audit services to be rendered by the Company’s independent registered public accountants.Independent Accountants. The AF Committee monitors the effectiveness of the auditprocessaudit process and the Company’s financial reporting, monitors the internal audit process and critical accounting policies, reviews the adequacy of financial and operating controls and evaluates the effectiveness of the AF Committee. The AF Committee is responsible for confirming the independence and objectivity of the independent registered public accountants.Independent Accountants. The AF Committee is also responsible for preparation of the AF Committee report for inclusion in the Company’s Proxy Statement.proxy statement.

The AF Committee reviews and provides oversight of the Company’s financial strategy, capital structure and liquidity position, including review and oversight of transactions

www.royalgold.com

27

---

Table of Contents

involving public offerings of the Company’s equity and debt securities, transactions involving material debt obligations, dividend policies and practices, liquidity and cash flow position, tax strategy and tax compliance, and investment policies and strategy. The AF Committee also reviews and provides oversight of transactions and expenditures specifically delegated to it by the Board of Directors, performs such other financial oversight responsibilities as the Board of Directors may request, and reviews thesecuritythe security of the Company’s information technology systems and operations, including programs and defenses against cyber threats.

In addition, the AF Committee reviews and approves all related-party business transactions in which any of the Company’s officers, Directors or nominees for Director have an interest and that may be required to be reported in the Company’s periodic reports, and reports to the full Board of Directors on such matters.

www.royalgold.com

27

---

COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE (“CNG COMMITTEE”)Table of Contents

The CNG Committee is a standing Committee of the Board of Directors consisting of the following persons:PROPOSAL 1

COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE (“CNG COMMITTEE”)
The CNG Committee is a standing Committee of the Board of Directors consisting of the following persons:
Ronald J. Vance, Chairman C. Kevin McArthur Sybil E. Veenman	Committee Highlights:COMMITTEE HIGHLIGHTS: ●Following review of a comprehensive list of external and internal candidates, the CNG committee selected a highly qualified successor to our retiring CEO. ●The CNG Committee held fourfive meetings during fiscal year 20182019 and took action by unanimous written consent once. ●All members are considered “Outside Directors” as defined under Section 162(m) of the Internal Revenue Code.twice. ●All members are considered a “non-employee Director” as defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended. ●All members are Independent under applicable Nasdaq listing standards. ●The CNG Committee Charter is available on the Company’s web site at www.royalgold.com under “Governance“Responsibility & Governance – Governance – Committees.”

Roles and Responsibilities of the Committee
ROLES AND RESPONSIBILITIES OF THE COMMITTEE

The CNG Committee oversees the Company’s compensation policies, plans and programs, reviews and determines the compensation to be paid to executive officers, and recommends compensation to be paid to the Company’s Directors. The full Board reviews and considers the CNG Committee’s director compensation recommendations prior to making final determinations. The CNG Committee also administers and implements the Company’s incentive compensation and equity-based plans. The CNG Committee is responsible for overseeing preparation of the Compensation Discussion and Analysis and for preparing the report on executive compensation for public disclosure in the Company’s Proxy Statement.proxy statement.

The CNG Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems necessary or advisable. The CNG Committee has no current intention to delegate any of its authority with respect to determining executive officer compensation to any subcommittee. The CNG Committee does not delegate its responsibilities with respect to executive compensation to any executive officer of the Company.

In addition to compensation matters, the CNG Committee also identifies, or reviewsthrough search firms and industry connections, individuals proposed to become members of the Board of Directors and recommends Director nominees. The CNG Committee’s Charter and the Company’s Diversity Policy each direct the CNG Committee to include diverse individuals in any Director search. In selecting Director nominees, theCNGthe CNG Committee assesses the nominee’s independence and considers his or her experience and areas of expertise, including experience in the mining industry, diversity,as well as integrity, perspective, broad business judgment and leadership skills, personal qualities, and reputation in the business community, and the nominee’s ability and willingness to commit adequate time to Board and Committee matters, all in the context of the perceived needs of the Board of Directors at that time. The Company does not have a stand-alone policy regarding the consideration of diversity in selecting Director nominees. However, the CNG Committee considers a wide range of criteria in nominee selection including diversity, social, technical, political, management, legal, governance, finance and broader business experience as well as other areas of expertise. These matters are considered through discussions at CNG Committee meetings and the executive sessions thereof.

The CNG Committee will consider Director candidates recommended by stockholders using the same criteria outlined above, provided such written recommendations are submitted to the Vice President, General Counsel and Secretary of the Company in accordance with the advance notice and other provisions of the Company’s Bylaws.

2018 Proxy Statement

28

---

Table of Contents

Proposal 1

The CNG Committee also advises the Board of Directors regularly on various corporate governance matters and principles, including regulatory actions impacting the Company. TheOn an annual basis, the CNG Committee reviews the content of and compliance with the Company’s Board of DirectorsGovernanceDirectors Governance Guidelines, annually,the CNG Committee Charter, other corporate governance policies and assesses compliance with corporate governanceguidelines, and various guidelines and requirements established by the SEC,Securities and Exchange Commission (“SEC”), Nasdaq and applicable laws and regulations.

28

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 1

Board Practices, Processes and Policies

Meetings and Attendance

During the fiscal year ended June 30, 20182019 (“fiscal year 2018”2019”), the Board of Directors held four regular meetings, all of which included executive sessions of the Independent Directors, threefour special meetings, and took action twicethree times by unanimous written consent. A Special Committee of the Board consisting of three members, Ms. Veenman and Messrs. Hayes and McArthur, held four meetings. Each Director attended in person75% or by telephone, 100%more of the aggregate number of meetings of the Board of Directors and the Committee on which he or she served. In fact, as a group, the Directors attended 98% of the aggregate number of meetings of the Board and the Committees on which they served. It is the Company’s policy that each Director attends each Annual Meeting, and all Directors attended last year’s Annual Meeting.

Executive Sessions

The Independent Directors meet regularly in executive sessions. Executive sessions are generally scheduled immediately before or after each regular Board of Directors meeting. The independentstanding Committees also meet regularly in executive sessions, generally scheduled immediately after each regular Committee meeting.

Board Self-Assessmentsand Committee Assessments

The Board considers a thorough and Committees conduct annual self-assessmentsconstructive assessment process to evaluatebe critical in properly assessing Board and Committee effectiveness. Every year, the needs, qualifications, experience, skills and balanceCNG Committee oversees assessments of the Board and each Committee concerning their structure, role, responsibilities and to ensure thatperformance.

1	Review Annual		The CNG Committee oversees the annual self-assessment of Board and Committee performance and effectiveness. The assessment is conducted through an independent web-based platform, with all responses submitted confidentially to encourage full and candid responses.
2	Board Assessment		Our Board self-assessment process focuses on numerous aspects of corporate governance and performance of the Board’s duties and responsibilities, including among other things the Board’s culture and interactions with management; the structure, size, competencies, and experience of the Board and its Committees; the Board’s effectiveness in guiding the Company’s strategic direction; succession planning; and the adequacy of agendas, time allotments, and information provided to Directors.
3	Committee Assessment		On an annual basis, each Committee member also completes a confidential assessment of the performance and effectiveness of his or her Committee.
4	Outcome		During fiscal 2019, the full Board of Directors and each Committee were determined to be operating effectively.
5	Follow-Up		The CNG Committee uses the assessment results, in particular the assessment of the skills and qualifications of the Directors, when recommending directors for nomination and election at the Annual Meeting of Stockholders. Policies and practices of the Board may be updated as a result of review and evaluation of assessment results. Director suggestions for improvements to the questionnaires and assessment process are incorporated on an ongoing basis.

Director On-Boarding and each Committee is working effectively.

Board Orientation andContinuing Education

The Company conducts a thorough orientationcomprehensive on-boarding program with eachall incoming directordirectors to efficiently introduce them to the Company, its management, business model and corporate strategy, financial condition, corporate organization and constituent documents, and its governance policies and practices.

The Company offers reimbursement for attendance at external director education programs. Directors also receive quarterly updates concerning legal, regulatory, accounting, tax, finance, compliance and governance developments and trends, as well as in-depth annual topical presentations prepared internally or externally on matters of concern to public company directors. In 2019, our Directors participated in a comprehensive session led by an external consultant regarding the development and oversight of enterprise risk management programs and processes. The Company offers reimbursement for attendance at external director education programs, includes directors in its National

www.royalgold.com

29

---

Table of Contents

PROPOSAL 1

Association of Corporate Directors membership, and provides subscriptions to various publications concerning corporate law, governance and other relevant matters. In 2019, these external resources provided training on trends in corporate governance as well as best practices for succession planning.

Board Governance Guidelines

Upon recommendation from the CNG Committee, theThe Board of Directors adopted the Board of Directors’ Governance Guidelines (the “Governance Guidelines”) to assist the Board of Directors in the discharge of its duties and to serve the interests of the Company and its stockholders. The Board of Directors Governance Guidelines are reviewed on a yearly basis and updated when appropriate for evolving best practices and regulatory developments. Compliance with the Governance Guidelines is also reviewed annually. The Board of Directors Governance Guidelines are available on the Company’s website at www.royalgold.com under “Governance“Responsibility & Governance – Guidelines & Policies.Governance – Governance Guidelines.”

Code of Business Conduct and Ethics

The Company has long had in place a Code of Business Conduct and Ethics (the “Code”) applicable to all of its Directors, officers and employees, including the President and CEO, the CFO and Vice President Strategy, and other persons performing financial reporting functions. The Code is reviewed on a yearly basisannually by the CNG Committee and Board and is updated when appropriate. The Code is available on the Company’s website at www.royalgold.com under “Governance“Responsibility& Governance – Guidelines & Policies.Responsibility.” The Code is designed to deter wrongdoing and promotepromote: (a) honest and ethical conduct; (b) full, fair, accurate, timely, and understandable disclosures; (c) compliance with laws, rules, and regulations; (d) prompt internal reporting of Code violations; and (e) accountability for adherence to the Code. The Company will post on its website any amendments to, or waivers from, any provision of the Code.

Certain Relationships and Related Transactions

The AF Committee’s charter requires it to approve or ratify certain transactions involving the Company and “related persons,” as defined under the relevant SEC rules. Any transaction with a related person, other than transactions available to all employees generally or involving aggregate amounts of less than $120,000, must be approved or ratified by the AF Committee. The policy applies to all executive officers, Directors, greater than 5% beneficial owners, and their family members and entities in

www.royalgold.com

29

---

Table of Contents

Proposal 1

which any of these individuals has a substantial ownership interest or control. In determining whether towhetherto approve, ratify, or disapprove of entry into a transaction, the AF Committee will consider all relevant facts and circumstances and will take into account, among other factors, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; whether the transaction would impair the independence of an Independent Director; and whether the transaction would present an improper conflict of interest for any Director or executive officer of Royal Gold. No related party transactions were required to be reported for fiscal year 2018.2019.

Anti-Hedging Anti-Pledging and Short Sale PoliciesAnti-Pledging

The Company’sTo ensure alignment between the interest of our personnel and stockholders, the Royal Gold Statement of Company Policy Regarding Insider Trading Policy prohibits(the “Trading Policy”) precludes Directors, executive officers and key employees on the Company’s restricted trading list from tradinghedging against their investments in the Company’s common stock on a short term basis, purchasingstock. Specifically, the Company’sTrading Policy prohibits any Company director, officer, or employee from engaging in any of the following activities related to any security of Royal Gold, including its common stock, on margin, short sales of Company stock, buying or selling put or call options or other derivative securities relating to Company stock, engaging in hedging or monetization transactions, such as collars, equity swaps, prepaid variable forwards and exchange funds with respect to the Company’sfor common stock, pledgingstock appreciation rights, restricted stock, restricted stock units, and any other securities the Company stock as security for any obligation, participating in investment clubs that invest in the Company’s securities, holding the Company’s securities in a margin account, and, other than pursuant to a qualified trading plan, placing open orders (i) of longer than three business days or (ii) ending after a trading window closes. may issue:

●	trading in Company securities on a short-term basis. The Trading Policy advises that any Company securities purchased on the open market should be held for a minimum of six months and ideally longer
●	purchasing or holding Company securities on margin
●	selling short any Company securities
●	buying or selling put or call options or other derivative securities relating to the Company’s stock
●	engaging in hedging or monetization transactions, such as collars, equity swaps, prepaid variable forwards and exchange funds with respect to Company securities
●	participating in investment clubs that invest in Company securities
●	other than pursuant to a qualified trading plan, placing open orders (i) of longer than three business days or (ii) ending after a trading window has closed
●	pledging Company securities as security for any obligation

The Insider Trading Policy is reviewed on a yearly basisannually by the CNG Committee and the Board and is updated when appropriate. The Company provides periodic training concerning compliance with insider trading laws and the Trading Policy. The Trading Policy is available on the Company’s website at www.royalgold.com under “Responsibility & Governance – Responsibility.”

30

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 1

Trading Controls

Directors, executive officers and employees on the Company’s restricted trading list are required to receive the permission offrom the Company’s Vice President, General Counsel and Secretary prior to entering into any transactions in Company securities, including gifts, grants and transactions involving derivatives.securities. Generally, trading is permitted only during open trading periods. Directors, ex-executiveexecutive officers and employees on the Company’s restricted trading list may enter into a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These trading plans may be entered into only during an open trading period and must be approvedpre-approved by the Company.

Conditional Resignation Policies

Under the Company’s Bylaws, each Director is required to execute a “conditional resignation” providing that such resignation shall be effective in the event (i) the Director fails to be elected at any annual meeting of the stockholders at which he or she stands for election or re-election, and (ii) the Board notifies the Director or publicly announces that it accepted the resignation. A majority of the disinterested Directors has discretion whether to accept or reject the Director’s resignation.

Under the Company’s Board of Directors’ Governance Guidelines, any director reaching the age of 72 must submit a written offer of resignation. A majority of the disinterested Directors has discretion to accept or reject such offers of resignation, which will be considered annually for so long as the affected Director remains in office. During fiscal year 2018, the offer of resignation previously submitted by Mr. Hayes was reviewed but was not accepted by the disinterested Directors.

Director Compensation

Royal Gold’s compensation for non-employee Directors is designed to reflect current market trends and developments with respect to compensation of board members, including the award of a higher proportion of total compensation in equity than in cash.

The CNG Committee is responsible for evaluating and recommending to the independent members of the Board of Directors the compensation paid to non-employee Directors. The independent members of the Board of Directors consider the CNG Committee recommendation and make final determinations of non-employee Director compensation.

The Company does not have a retirement plan for non-employee Directors. Executive officers who are also Directors are not paid additional compensation for their services on the Board of Directors. Therefore, Mr. Jensen, as President and CEO, does not receive any compensation for his services as a Director.

Peer Group Benchmarking

The CNG Committee retains an independent compensation consultant biennially to benchmark Director compensation against the Company-selected peer group, which is the same group of companies the CNG Committee uses to benchmark executive compensation (see page 46 for

2018 Proxy Statement

30

---

Table of Contents

Proposal 1

a list of these companies). When considering Director compensationDirectorcompensation for fiscal year 2018,2019, the CNG Committee reviewed and considered the results of a benchmark study conducted by Hugessen Consulting Inc. (“Hugessen”) dated May 2016.June 2018.

In addition to benchmarking the amount of Director compensation against the Company’s peer group using several methodologies, the 20162018 study also compared the forms of compensation paid to the Company’s Directors to the forms of compensation paid to peer group directors, as well as the share ownership guidelines applicable to directors of the Company and its peer group.

Components of 2019 Director 2018 Compensation Program

Based upon its work with Hugessen, the CNG Committee recommended and the Independent Directors approved, for the thirdfourth consecutive year, that no changes be made to total Director compensation or to the forms or proportions of compensation for fiscal year 2018.2019. In order to maintain a similar proportion of cash and restricted stock or restricted stock unit value compared to that awarded for fiscal year 2017,2018, while holding cash compensation constant for fiscal year 2018,2019, the resulting number of shares of restricted stock or restricted stock units to be awarded to each non-employee director for fiscal year 20182019 was determined to be 2,0301,770 shares. The value of such shares was determined using a thirty-day volume weighted average price for the period ending July 31, 2017.2018.

Compensation Element for Non-Employee Directors	Fiscal Year 20182019 Compensation Program
Annual Board Retainer	$60,000
Board and Committee Meeting Fees	$1,500 / Meeting Attended
Annual Board Chairman Retainer	$115,000
Annual Committee Chairman Retainer*	$15,000
Annual Equity Retainer	$161,000137,848 in Restricted Stock**

*	Includes chairmanship for each of the AF Committee and the CNG Committee.
**	On August 23, 2017,22, 2018, each non-employee United States Director was granted 2,0301,770 shares of restricted stock, and each non-employee Canadian Director was granted 2,0301,770 restricted stock units. Half of these shares vested immediately upon grant and the remaining half of these shares vested on the first anniversary of the grant date.

www.royalgold.com

31

---

2018Table of Contents

PROPOSAL 1

2019 Director Compensation

The following table provides information regarding compensation earned by the Company’s non-employee Directors for their services during fiscal year 2018.2019. Amounts shown for each Director vary due to service on Committees or as Committee chairs. The annual retainers for fiscal year 20182019 were paid in cash on a quarterly basis.

Director	Paid in Cash2 ($)		Stock Awards3 ($)		Total ($)		Paid in Cash1 (US$)		Stock Awards2 (US$)		Total (US$)
M. Craig Haase1	34,125		161,000		195,125
William M. Hayes	208,000		161,000		369,000		218,500		137,848		356,348
C. Kevin McArthur	76,500		161,000		237,500		85,500		137,848		223,348
Jamie C. Sokalsky	78,000		161,000		239,000		82,500		137,848		220,348
Christopher M.T. Thompson	78,000		161,000		239,000		79,500		137,848		217,348
Ronald J. Vance	84,000		161,000		245,000		94,500		137,848		232,348
Sybil Veenman	84,000		161,000		245,000		85,500		137,848		223,348

1	Mr. Haase did not stand for re-election at the November 16, 2017 Annual Meeting of Stockholders. His service to the Board of Directors ended on that date.
2	Amount of cash compensation earned for Board and Committee service in fiscal year 2018.2019.
32	The amounts shown represent the total grant date fair value, determined in accordance with Accounting Standards Codification (“ASC”) 718, of restricted stock awardsawards/units in fiscal year 2018.2019. Amounts shown do not represent cash payments made to the individuals, amounts realized or amounts that may be realized. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 20182019 Annual Report on Form 10-K filed with the SEC on August 9, 2018,8, 2019 for a discussion on the valuation of the restricted stock awards/units. In accordance with ASC 718, the grant date fair value for each restricted stock award/unit in fiscal year 20182019 was $87.42,$77.88, which was the closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on August 23, 2017,22, 2018, the date of grant. The value of the restricted stock awards/units used to determine the number of awards was $91.12 per share and differs from the grant date fair value of $77.88 per share determined in accordance with ASC 718. The difference between the value for award purposes and for financial statement reporting purposes results from using the volume-weighted average price for the 30 trading days ending July 31, 2018 for award purposes rather than the closing price of Royal Gold’s common stock on the date of grant. Restricted stock awards related to continued service for non-employee Directors vest 50% immediately upon grant and 50% on the first anniversary of the date of the grant. As of June 30, 2018, each of Ms. Veenman and2019, Messrs. Hayes, McArthur, Sokalsky,and Thompson and Vance held 1,015 shares of unvested restricted stock. Mr. Haase did not stand for re-election to the Board of Directors of the Company at the 2017 Stockholders Meeting. On November 15, 2017, the CNG Committee recommended and the Board of Directors approved, with Mr. Haase abstaining, acceleration of Mr. Haase’s 1,015885 shares of unvested restricted stock effective November 16, 2017, in recognition of Mr. Haase’s ten years of servicewhile the other Directors elected to the Company.defer their 2019 equity compensation pursuant to our DCP.

www.royalgold.com

31

---

Table of Contents

Proposal 1Directors’ Deferred Compensation Plan

DIRECTORS’ DEFERRED COMPENSATION PLAN
The Company offers a Deferred Compensation Plan (“DCP”) to its Independentnon-employee Directors. The DCP is a voluntary program that allows participants to set aside eligible cash and equity compensation in a tax-deferred vehicle for retirement or other life event purposes. This DCP allows the participant to elect to receive certain income in a future year that would otherwise be paid in the upcoming year. This means that these amounts are not subject to federal income tax at the time of contribution to the plan. The DCP is intended to promote retention byretentionby providing a long-term savings opportunity on a tax-efficient basis. FiveFour of the six Independentnon-employee Directors elected to defer one-hundred percent (100%) of their fiscal year 20182019 equity compensation.

Expenses

Non-employee Directors are reimbursed for all of their out-of-pocket travel, lodging and meal expenses incurred in connection with their travel in service to the Board. Reimbursements do not include compensation for the value of our Directors’ time spent traveling on Board business.

Director Stock Ownership Guidelines

All non-employee Directors are expected to have a significant long-term financial interest in the Company. To encourage alignment with the interests of stockholders, Royal Gold’s stock ownership guidelines require each non-employee Director is expected to own shares of Royal Gold common stock equal in value to ten (10) times the annual cash retainer, excluding meeting fees or retainers awarded to the ChairmenAnnual Board Retainer described under“Components of the Board or any Committee,2019 Director Compensation Program”above, within five years from the date of their respective first restricted stock grant. As of September 17, 2018,23, 2019, all of the non-employee Directors exceedexceeded their ownership guidelines except Ms. Veenman who joined the Board in January 2017.guidelines. All non-employee Directors are required to hold 50% of the shares of common stock acquired pursuant to any equity grant net of any shares sold to cover withholding taxes, until they meet their ownership target.target and are not permitted to hedge against their investments in our common stock or to pledge their shares.

DIRECTOR STOCK OWNERSHIP SUMMARY

GUIDELINE VALUE OF COMMON STOCK TO BE OWNEDDirector	Guideline Value of Common Stock to be Owned	Actual Value Owned
DirectorHayes	10xRetainer	16.6xRetainer
McArthur	10xRetainer	34.6xRetainer
Sokalsky	10xRetainer	31.1xRetainer
Thompson	10xRetainer	92.0xRetainer
Vance	10xRetainer	28.0xRetainer
Veenman	10xRetainer	14.5xRetainer

32

10x

Cash Annual Retainer

2018 Proxy Statement

32ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

	PROPOSAL 2
2	ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
				The Board of Directors Unanimously Recommendsunanimously recommends a VotevoteFORApprovalapproval of the Advisory Resolution on Executive Compensation

As required by Section 14A of the Exchange Act, we seek stockholder approval of an advisory resolution on the compensation of our NEOs as described in the Compensation Discussion and Analysis, the compensation tables and related narrative discussion included in this Proxy Statement.proxy statement.

This proposal, commonly known as a “Say on Pay” proposal, gives stockholders the opportunity to approve, reject, or abstain from voting with respect to our fiscal year 20182019 executive compensation programs and policies and the compensation paid to the NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs as described in this Proxy Statement.proxy statement.

The Board recommends a “FOR” vote because it believes that our compensation policies and practices are effective in achieving the Company’s compensation goals of paying a competitive salary, providing attractive annual and long-term incentives to reward growth, and linking management interests with stockholder interests.

Key characteristicselements of our fiscal year 20182019 executive officer total direct compensation program are described beginning on page 39.

Stockholders are asked to approve the following advisory resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

Although the vote on this proposal is advisory only, the CNG Committee will review and consider the voting results when evaluating our executive compensation program.

Vote Required for Approval

The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to approve this proposal.

Compensation, Nominating and Governance Committee Report

The Compensation, Nominating and Governance Committee of the Board of Directors has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on this review and discussion, the Compensation, Nominating and Governance Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statementproxy statement and incorporated by reference in the Company’s annual reportAnnual Report on Form 10-K for fiscal year 2018,2019, and the Board of Directors has approved that recommendation.

This report is provided by the following Independent Directors, who comprise the Compensation, Nominating and Governance Committee:

	Ronald J. Vance, Chairman	•	C. Kevin McArthur	•	Sybil E. Veenman

www.royalgold.com
	33

---

Table of Contents

ProposalPROPOSAL 2

Compensation Discussion and Analysis

Executive Summary

Named Executive Officers (“NEOs”)

The following persons hold the executive officer positions at Royal Gold as of September 17, 2018:23, 2019:

Tony Jensen,56TONY JENSEN, 57
President, Chief Executive Officer and a Director		Tony Jensen has over 30thirty-five years of progressive business experience focused in the mining industry experience and is Presidentmine finance industries, including eighteen years with the Placer Dome group of companies and Chief Executive Officer forsixteen years with Royal Gold, Inc. Prior to Royal Gold, Mr. Jensen was the Mine General Manager of the Cortez Joint Venture and spent 18 years with Placer Dome. Mr. Jensen’s extensive background is anchored in operational experience gained in the United States and Chile, where he occupied several senior management positions. This operational experience is balanced by corporate administrative, finance, and business development and mergers and acquisition experience in various roles with Royal Gold and Placer Dome in San Francisco, California, Santiago, Chile, and Denver, Colorado. Mr. Jensen is currently President and Chief Executive Officer of Royal Gold.Gold, Inc. but has announced his retirement from his positions as a Class I Director and President and Chief Executive Officer effective January 2, 2020. He served as a Director of Golden Star Resources from 2012 to 2017. Mr. Jensen holds a Bachelor of Science degree in Mining Engineering from South Dakota School of Mines and Technology and also holds a Certificate in Finance from Golden Gate University in San Francisco. See page 18 for more details on Mr. Jensen.
President, Chief Executive Officer and a Director

WilliamWILLIAM H. Heissenbuttel,53HEISSENBUTTEL, 54
Chief Financial Officer and Vice President Strategy since June 2018		Mr. Heissenbuttel brings more than 2530 years of corporate finance experience with 2025 of those years in project and corporate finance in the metals and mining industry. He joined Royal Gold in 2006. Mr. Heissenbuttel served as our Chief Financial Officer and Vice President Strategy since June 2018. From February 2007 through May 2018, he served as Vice President Corporate Development and has served as Chief Financial Officer and Vice President, Strategy from June 2018 to present.Development. From January 2015 to June 2016, he served as Vice President, Operations for the Company, and from April 2006 through January 2007, he was Manager, Corporate Development for the Company. Prior to Royal Gold, Mr. Heissenbuttel served as Senior Vice President from 2000 to 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999, he served as Vice President and then as Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994, he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover. On September 30, 2019, the Company announced Mr. Heissenbuttel’s appointment as President and Chief Executive Officer and as a Class I Director, each effective January 2, 2020. Mr. Heissenbuttel holds a Master of Business Administration degree with a specialization in finance from the University of Chicago and a Bachelor of Arts degree in Political Science and Economics from Northwestern University.

34

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 2

DANIEL BREEZE, 46
Chief FinancialVice President Corporate OfficerDevelopment, RGLD Gold AG, since January 2019		Mr. Breeze has 20 years of technical and Vice President Strategy since Junecommercial experience across international markets. Before joining Royal Gold in 2019, Mr Breeze worked for Bank of Montreal from 2010 to 2018, serving most recently as Managing Director, Equities for BMO Capital Markets, based in Zürich, Switzerland. He was focused primarily on the mining sector and developed strong relationships with a range of global mining participants and management teams. Before Bank of Montreal, Mr. Breeze served at UBS Investment Bank with assignments in Paris, London, and Toronto, as part of the Equities Group, working extensively with North American and European mining companies across the commodity spectrum. Prior to his banking career, Mr. Breeze gained global mining, construction, and project management experience with Golder Associates as a member of its geotechnical/mining team. Mr. Breeze holds a Bachelor of Science degree in Civil Engineering from the University of Manitoba, graduate degrees in Engineering (M.Eng.) and Business Administration (MBA) from the University of Toronto and is a registered Professional Engineer (P.Eng.).

Mark Isto,58MARK ISTO, 59
Vice President Operations, Royal Gold Corporation, since March 2017		Mr. Isto has 3435 years of experience in mining engineering, mine management, and project development most of which included international experience. He previously servedon a regional and global basis. Mr. Isto joined Royal Gold in January 2015 as Executive Director, Project Evaluation for RGLD Gold (Canada) Inc., a wholly owned subsidiary of the Company, since January 2015. our wholly-owned subsidiary. Prior to that,joining Royal Gold, he served as Vice President Operations for First Nickel Inc. from May 2012 to December 2014 and served atas both the Vice President and Senior Vice President levels in the Projects Group at Kinross Gold Corp. from October 2006 to May 2012. He served as Mine General Manager of Golden Sunlight Mines, Inc. (Placer Dome America) from January 2004 to October 2006, and previously held numerous other management positions in Placer Dome’s global operations, including Chief Engineer, Mine Superintendent, Project Director and Senior Advisor over a nearly 25-year career with Placer Dome. Mr. Isto holds a Bachelor of Science degree in Mining Engineering from Montana College of Mineral Science and Technology, as well as a Master of Business Administration degree in Business Administration from the University of Nevada - Reno.
Vice President Operations since July 2016

2018 Proxy Statement

34

---

Table of Contents

Proposal 2

BruceBRUCE C. Kirchhoff,59KIRCHHOFF, 60
Vice President and General Counsel since February 2007 and Secretary since July 2013		Mr. Kirchhoff has over 30 years of experience representing hardrock, industrial minerals, and mineral exploration and development companies. Mr. Kirchhoff joined Royal Gold in 2007 as Vice President and General Counsel and was appointed Secretary in July 2013. From 20041996 through 2007, Mr. Kirchhoff was a partner with each of the law firmfirms of Alfers & Carver, LLC, Carver & Kirchhoff, LLC, and Carver Kirchhoff Schwarz McNab & Bailey, LLC. From January to December 2003, Mr. Kirchhoff was a partner with the law firm Carver & Kirchhoff, LLC, and from April 1996 through December 2002, Mr. Kirchhoff was a partner in the law firm Alfers & Carver, LLC. Prior to private practice, Mr. Kirchhoff was a senior attorney with Cyprus Amax Minerals Company from 1986 through 1996. Mr. Kirchhoff holds a J.D. from the University of Denver, a Master of Science in Mineral Economics from the Colorado School of Mines, and a Bachelor of Arts degree in Anthropology from Colorado College.
Vice President General Counsel since February 2007 and Secretary since July 2013

We Delivered Record Financial and Operating Results for Fiscal Year2018

Despite rising interest rates, global trade conflicts, tense periods of political instability, changes to the U.S. tax code, concerns about the future direction of U.S. equities, and relatively flat average gold prices, we delivered solid, steady performance and achieved record revenue, operating cash flow, dividends and production volume for the second consecutive year. We delivered a total stockholder return of 20.2% for fiscal year 2018, placingthe Company in the 80^thpercentile for one-year TSR among the constituents of the VanEck Vectors Gold Miners ETF (“GDX Constituents”).

We took advantage of a relatively quiet time in business development to repay the remaining $250 million outstanding on our revolving credit facility, leaving the full $1 billion in borrowing capacity available for portfolio growth at June 30, 2018.

◇	RECORD-SETTING2018FINANCIAL HIGHLIGHTS

RECORD REVENUEwww.royalgold.com		RECORD OPERATING CASH FLOW		RECORD DIVIDENDS RETURNED TO STOCKHOLDERS		REVOLVING CREDIT FACILITY REPAID
$459M		$329M		$64M		$1.1B Available Liquidity

◇	2018OPERATIONAL HIGHLIGHTS

REVENUE BY METAL		RECORD NET GEOs		ADDITIONAL ROYALTY INTEREST AT MARA ROSA PROJECT
		289,300 ozs			Acquired additional 1.75% NSR on Amarillo Gold’s Mara Rosa gold project in Brazil; adds to the 1% NSR previously acquired

www.royalgold.com

35

---

Table of Contents

ProposalPROPOSAL 2

We Delivered Strong Financial and Operating Results for Fiscal Year 2019

Fiscal year 2019 was another year of strong financial performance, with revenue of $423 million, operating cash flow of $253 million, and earnings of $94 million on robust operating volume of 335,000 GEOs.

We usestrengthened our balance sheet by repaying in full $370 million of outstanding principal plus accrued interest on our 2.875% Convertible Senior Notes, using available cash and $220 million drawn under our revolving credit facility, leaving $780 million in borrowing capacity at June 30, 2019. We successfully resolved our long-standing dispute over the royalty calculation on production from the Voisey’s Bay operation and acquired a silver stream on Cupric Canyon’s Khoemacau Copper Project in Botswana.

2019 FINANCIAL HIGHLIGHTS						2019 OPERATIONAL HIGHLIGHTS
STRONG REVENUE		STRONG OPERATING CASH FLOW				GEOs		ADDITIONAL STREAM INTEREST AT KHOEMACAU PROJECT
$423M		$253M				335,000 OZ		Acquired silver stream on Cupric Canyon’s Khoemacau Copper Project in Botswana
RECORD DIVIDENDS RETURNED TO STOCKHOLDERS		REPAID 2.875% CONVERTIBLE SENIOR NOTES IN FULL ($370M PRINCIPAL AND ACCRUED INTEREST)				REVENUE BY METAL
$67.5M		$780M Borrowing Capacity at June 30, 2019

The Same Key MetricsPerformance Measures used to Evaluate Corporate Performance that we use inare used for our Compensation Programs

Our executives bear responsibility for driving Company performance, and theirperformance. Their compensation is strongly correlated to the Company’s performance based on many of the same keymetricskey metrics that our Board of Directors utilizesuses to chart corporate strategy and evaluate our success in achieving that strategy. These key metricsPerformance Measures are summarized in the table below. Their correlation to executive compensation is presented in much more detail, along with other compensation disclosures, in the executive compensation discussion following this Executive Summary.

TABLE 1 – MEASURES OF CORPORATE OPERATIONAL, FINANCIAL, AND STRATEGIC PERFORMANCE

◇	TABLE1– KEY METRICS OF CORPORATE OPERATIONAL, FINANCIAL AND STRATEGIC PERFORMANCE

Key MetricMeasure		Description of Key MetricPerformance Measures		Tie to Strategy		Element of Compensation
Operating Cash Flow Multiple		Measures the Company’s relative market performance against its peers in the GDX and directly reflects production performance, financial discipline, and portfolio quality		Financial flexibility; capital deployment		Short-term Incentive
Net GEO Production Relative to Budget		Measures the production success of the Company’s existing asset portfolio		Gold-focused; capital deployment
Cost Containment		Measures management’s ability to manage the Company’s business in a cost-efficient manner		Financial flexibility
Growth in Net GEO ProductionGEOs		Measures the Company’s success in growing its business through acquisitions of new stream and royalty interests completed during the relevant fiscal year		Growth		Performance Shares
TSR Relative to the GDX Constituents		Measures the value created for Royal Gold’s stockholders		Return to stockholders
Net Revenue Target		Establishes athe minimum financial threshold required before NEOs may receive awards of restricted stock		Retention of quality management		Restricted Shares or Units

Stockholder Engagement Resulted in Executive Compensation Transformation

In August 2015, the CNG Committee introduced significant changes to the executive compensation program approved for fiscal year 2016. These changes are summarizedin the following table. We believe these changes in conjunction with stockholder engagement efforts were key to receiving approximately 97% voter support for our executive compensation program at our annual meeting of stockholders in November 2016 and 2017.

Stockholder and Advisor Concerns Before FY 2016	What We Do Now	CD&A Reference
Enhance transparency of annual short-term incentive calculations	Utilize a formulaic short-term incentive scorecard with pre-determined performance metrics and targets	Page 40 ►
Reduce multiple vesting opportunities; increase measuring period for performance shares	Utilize five-year, three-year and one-year vesting periods for performance shares, and cliff vesting for one-half of performance shares awarded	Page 43 ►
Adopt relative TSR as a performance measure; consider multiple performance measures	Utilize relative TSR and growth in net revenue (expressed in terms of growth in production volume) as performance measures for performance shares	Page 43 ►
Link performance measures to specific strategic objectives that our stockholders value: a balance of growth and financial discipline	Utilize an absolute production target in short-term incentive scorecard and a growth-in-production target in performance share measures. Utilize operating cash flow multiple as a short-term incentive measure, which measures our relative market performance against that of our peers and directly reflects production performance, financial discipline and portfolio quality	Pages 41, 43 ►
Continue benchmarking against peers in the precious metals industry with similar market capitalization	Royal Gold-selected peer group reflects our largest competitors and companies of similar market capitalization in the precious metals industry	Page 46 ►

2018 Proxy Statement36
	36ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

ProposalPROPOSAL 2

The Company intends to continue engaging with its stockholders, and the CNG Committee will continue considering the results of these engagements when evaluating our compensation philosophy, policies and practices, and when making future compensation decisions for our executives.

We Employ Compensation Best Practices

Our largest stockholders concuragree that many components of our existing executive compensation plan alignaligns well with governance best practices and the bestlong-term interests of our long-term stockholders. The following are representative practices we do and do not employ:

WE DO			WE DON’T
		✓Pay for Performance: Over 80%78% of our CEO’s and 68%67% of our other NEOs’ total direct compensation for fiscal 20182019 was variable and not guaranteed
	Utilize✓Use multiple performance measuresPerformance Measuresfor both short- and long-term incentive programs
	The Board of Directorssets✓Use challenging short- and long-term goalsfocused on growth and generating long-term returns for stockholders
	✓Establish target and maximum awardsin our short- and long-term incentive programs
	Utilize✓Use a formulaic scorecard forto determine short-term incentives
	✓Use a peer group of gold-focused companies of comparable market capitalization and correlation to gold prices to benchmark performance and compensation levels
	✓Target NEO total direct compensation at meanof our peer group
	✓Require the Company’s executive officers to meetrobust stock ownership guidelines to assure thatso their interests are alignedalign with those of our stockholders
	✓Apply a“double “double trigger” to vesting equity awards made under the 2015 LTIP in the event of a change-in-control. This means that vesting of these awardsVesting is accelerated upon a change-in-control only if the executive is also terminated under certain circumstances or if outstandingthe acquiror does not assume the awards are not assumed by the acquirer following a change-in-control
	✓Engage annually with stockholders to solicit feedback on our compensation and governance programs and any other areas of concern
	✓Continually monitor our executive compensation programto assess and mitigate any compensation-related risks
	✓Maintain the strict independence of the CNG Committee members and ensure that; theindependent compensation consultant reports directly to the CNG Committee rather than management
	Allexecutives mayparticipate in retirement plans on the same terms as other eligible employees

WE DON’T
	✕Guarantee salary increases, or annual short-term incentive payments, for our NEOs
	or long-term incentive opportunities ✕Provide perquisites or other special benefits to the executive officers
	✕Permit re-pricing of stock options without stockholder approval
	✕Provide for excise tax gross-ups of any kind, including for change-in-control payments in employment agreements
	✕Permit executive officers or Directors to hedge or pledge Royal Gold stock
	✕Maintain a defined benefit pension plan or any special executive retirement plans

www.royalgold.com

37

---

TableWe believe these best practices, some of Contentswhich are in response to feedback from our stockholders, are key to receiving an average of 98% voter support for our executive compensation program at each annual meeting of stockholders since November 2016.

Proposal 2

Our Compensation Philosophy and Objectives Support Company Performance

The CNG Committee sets and administers executive compensation philosophy, objectives and design. Our fundamental compensation philosophy is to recruit, retain and reward high-performing executive officers who will:

●	Drive Company growth and profitability;
●	Increase long-term value for our stockholders;
●	Manage the Company in a responsible manner;manner and in the best interests of our stockholders, employees and other stakeholders; and
●	Maintain the Company’s reputation for management excellence.excellence and financial performance.

When designing executive compensation, the CNGCommitteeCNG Committee seeks to achieve the following objectives:

●	Attract and retain the highest caliber personnel on a long-term basis;
●	Align management’s interests with the advancement of long-term, sustainable stockholder value;
●	Provide incentive compensation based on the Company’s performance on key financial, operational and strategic goals;
●	Encourage creativity and innovation; and
●	Discourage excessive risk-taking.

www.royalgold.com

37

---

Table of Contents

PROPOSAL 2

Our Executive Compensation Design Includes a Mix of Base Salary and Short- and Long-Term Incentives

The Company’s total direct executive compensation program includes base salary, a short-term cash incentive, and long-term equity incentives.incentive awards, and a small amount of fixed benefits. The majority of target compensation (80%(78% of CEO pay and 68%67% of NEO pay) is offered in variable pay, with anperformance-based and not guaranteed. The emphasis is on long-term equity, to best align our executives’ interests with our stockholders’ interests:

*	Does not include certain payments made to Mr. Wenger pursuant to his Employment Agreement upon separation from service to the Company effective June 8, 2018.

Our executive compensation continues to be significantly “at risk.” Over 80% of our CEO’s total direct compensation, and 68% of our other NEOs’ total direct compensation for fiscal year 2018 was performance-based, and not guaranteed.

2018 Proxy Statement

38

---

Table of Contents

Proposal 2

We EstablishedEstablish Threshold, Target, and Maximum Payouts for Short-Term Incentives and Long-Term Performance Shares Correlated to Key Company Performance MetricsMeasures

The CNG Committee established threshold, target and maximum payouts for short-term incentives and for the GEO Share and TSR Share performance measures, whichPerformance Measures. Payouts range from zero payout if no threshold performance measurePerformance Measure is achieved, to 200% payout if each maximum performance measurePerformance Measure is achieved or exceeded.

The CNG Committee believes that

●	Thresholdlevel performance goals should be set to the minimum acceptable performance level, below which performance is not worthy of variable compensation;
●	Targetlevel performance goals should be consistent with the annual budget and the Company’s strategic plan, but should be challenging to achieve; and
●	Maximumlevel performance should be set to require a significant stretch to achieve; they are exemplary performance levels that exceed near term targets and are worthy of payout up to a maximum 200% of target.

We Established a HurdleEstablish Hurdles for Fiscal Year 2018Annual Incentive Awards

The CNG Committee required the Company to achieve a $240$260  million Net Revenue Target for fiscal year 20182019 in order for the Company’s executive officersNEOs to be eligible to vest in restricted stock awarded in August 2017.2018. For this purpose, “Net Revenue” means our reported revenue, less reported cost of sales (which excludes depreciation, depletion and amortization), and less any revenue recognized from our Voisey’s Bay royalty.

38

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 2

The Committee determined to exclude revenue recognized from our Voisey’s Bay royalty (historically a significant revenue contributor) from “Net Revenue” because of changes made unilaterally by the operator of the Voisey’s Bay mine unilaterally changedto the royalty calculation methodology in a manner that eliminated royalty revenue—a methodology the Company aggressively disputed until the litigation was successfully resolved in September 2018.2018, which occurred after the incentive awards for fiscal year 2019 were awarded.

The Net Revenue Target applicable to restricted stock awards madeawarded in August 20172018 was surpassed in fiscal year 2018,2019, with Net Revenue of $375$333  million. As a result, the Company’s executive officers became eligible to vest in the restricted stock awarded in August 2017.

2018.

Three Elements of Total Direct Compensation

1. Base Salary

Base salary is the fixed cash amount paid to our executive officers each fiscal year. Base salaries are benchmarked in alternating years by the CNG Committee’s independent compensation consultant and are reviewed and approved by the CNG Committee annually to align or maintain salaries at or near the mean of our compensation peers. In years when independent benchmarking is not performed, the CNG Committee ages the most recent benchmarkingresultsbenchmarking results using a U.S.the most recent United States Department of Labor Bureau of Labor Statistics cost-of-living index for the geographic region that includes the Company’s Denver, Colorado headquarter office.

The CNG Committee engaged Hugessen during fiscalcalendar year 20172018 to benchmark our executive compensation against our compensation peers. After consideringFor fiscal year 2019, the CNG Committee reviewed Hugessen’s 20172018 benchmarking study, the CNG Committeeand adjusted prior year base salaries to include a 3.1%3.6% cost of living increaseincrease. For the CEO and where appropriate,the VP Operations positions, a further adjustment aligning eachaligned the executive officer’sofficers’ fiscal year 20182019 base salarysalaries with those of the same or similar officer positions at our peer companies:companies.

◇	TABLE 5 – CEO AND NEO BASE SALARY

Name		Title		FY2017 Salary ($)		FY2018 Salary ($)		% Increase
Tony Jensen		CEO and President		720,000		750,000		4.2	%
Stefan Wenger(1)		CFO and Treasurer		440,000		455,000		3.4	%
William Heissenbuttel(2)		VP Corporate Development		470,000		485,000		3.2	%
Mark Isto(3)		VP Operations		350,000		390,000		11.4	%
Bruce C. Kirchhoff		VP, General Counsel and Secretary		386,000		400,000		3.4	%

TABLE 2 – CEO AND NEO BASE SALARY

Name		Title		FY2018 Salary (US$)		FY2019 Salary (US$)		% Increase
Tony Jensen		President and CEO		750,000		800,000		6.7	%
William Heissenbuttel		Chief Financial Officer and VP Strategy		485,000		502,000		3.6	%
Daniel Breeze(1)		VP Corporate Development, RGLD Gold AG		N/A		350,000		N/A
Mark Isto(2)		VP Operations, Royal Gold Corporation		390,000		430,000		10.3	%
Bruce C. Kirchhoff		VP, General Counsel and Secretary		400,000		414,000		3.6	%

(1)	Effective JuneMr. Breeze became an executive officer on January 1, 2018,2019, and his compensation was determined at that time. Mr. Wenger resigned from his position as Chief Financial Officer and Treasurer ofBreeze’s salary is paid in Swiss Francs (“CHF”). The amounts shown are the Company.United States Dollar (“USD”) equivalent. The CHF to USD conversion rate for fiscal year 2019 salary compensation was 1.00, based on the average foreign exchange (“FX”) rates for the period January 1, 2019 through July 31, 2019.
(2)	Mr. Heissenbuttel was appointed to Chief Financial Officer and Vice President Strategy effective June 1, 2018.
(3)	Mr. Isto became an executive officer of the Company on July 1, 2016. AdjustmentsSuccessive adjustments were made to his base salary in August 2016, 2017 and 20172018 to gradually position his total direct compensation near the mean of his executive compensation peers. Mr. Isto’s salary is paid in Canadian Dollars (“CAD”). The amounts shown are the USD equivalent. The CAD to USD conversion rate for fiscal year 2019 salary compensation was 0.76, based on the average 30-day FX rates for the period ending July 31, 2018.

www.royalgold.com

39

---

Table of Contents

Proposal 2

2. Short-Term Incentive Awards

WE CONTINUED UTILIZING A SHORT-TERM INCENTIVE SCORECARD
We Use a Formulaic Short-Term Incentive Scorecard

The CNG Committee utilizesuses a formulaic scorecard including pre-determinedpredetermined Financial, Operational and Strategic Performance Measures, as well as Individual Performance Measures, for determining awards of short-term incentives. The CNG Committee believes the scorecard greatly enhances transparency, utilizes more commonly-used and easily-understoodis transparent, uses financial and operational measures than the prior methodology,well understood by our executives and betterstockholders, and clearly aligns NEO pay with the Company’s fiscal year performance. The scorecard washas been well-received by our stockholders and the proxy advisors, and the CNG Committee continued inits use for fiscal year 2018.2019.

FINANCIAL AND OPERATIONAL MEASURES (40%)

Forty percent of our NEOs’ short-term incentive eligibility depended on the Company’s performance against three financialFinancial and operational metrics:Operational Measures:

●

Our operating cash flow (“OCF”) multiple relative to those of the GDX Constituents before working capital changes.The OCF Financial Measure compares our relative market performance against that of our peers and reflects both financial discipline and the quality and performance of our stream and royalty portfolio;

●

Net GEO production relative to the Company’s fiscal year 2019 budget forecast.This Operational Measure compares the actual production from our existing stream and royalty portfolio against our fiscal year 2019 production budget forecast. “Net GEO” production for purposes of determining short-term incentives is the result of our operators’ aggregate mineral production subject to our stream and royalty interests, multiplied by metal prices used in our fiscal year 2019 budget, less reported cost of sales, divided by the gold price used in our fiscal year 2019 budget; and

www.royalgold.com

39

---

Table of the GDX Constituents before working capital changes.The operating cash flow multiple measures our relative market performance against that of our peers and directly reflects production performance, financial discipline and portfolio quality;Contents

Net GEO production relative to the Company’s fiscal year 2018 budget forecast.PROPOSAL 2Net GEO production relative to budget represents the production success of our existing asset portfolio. Net GEO production for purposes of determining short-term incentives is the result of our operators’ aggregate mineral production subject to ourstream and royalty interests, net of Voisey’s Bay production, multiplied by metal prices used in our fiscal year 2018 budget, less reported cost of sales, divided by the gold price used in our fiscal year 2018 budget; and

Our ability to hold costs in line with our budget.The cost containment metric measures

●	Our ability to hold costs in line with our budget.The Cost Containment Performance Measure tests our ability to conduct the Company’s business in a cost-efficient manner.

STRATEGIC MEASURES (40%)

Forty percent of our NEOs’ short-term incentive eligibility depended on the degree to which the Company achieved four strategicStrategic Measure objectives: acquiring new streaming and royalty assets; identifying a new deposit, drilling and increasing mineralized material at the Company’s Peak Gold joint venture in Alaska; preparing the Voisey’s Bay litigation for trial in the first quarter of fiscal year 2019; and maintaining specific leverage and liquidity levels.

●	Deploy capital to acquire new streaming and royalty assetsat threshold, target or maximum amounts;
●	Achieve resolution of the Voisey’s Bay litigationon or exceeding threshold terms via settlement or following trial;
●	Maintain specific and pre-determined leverage and liquidity levels; and
●	Advance the Peak Gold Joint Venture in Alaska byincreasing mineralized materialto specific levels,publishing a preliminary economic analysis(“PEA”) of the Peak Gold Project andimplementing strategic alternativesto obtain pre-determined financial returns.

INDIVIDUAL PERFORMANCE MEASURES (20%)

Twenty percent of our NEOs’ short-term incentive eligibility depended on each NEO’s performance against multiple unique corporate and personal goals. The goals established specifically for each NEO were designed to promote each NEO’s superior individual performance and continued development and growth as an executive officer, as well as to promote management talent development below the officer level.

The CNG Committee established threshold, target and maximum payouts ranging from zero payout if no threshold measure is achieved, to 100% payout of target if each target measure is achieved, to 200% payout of target if all maximum measures are achieved or exceeded. The CNG Committee defined “target” payout as the mid-point of each NEO’s short-term incentive range (75% to 125% of base salary for the CEO, and 60% to 90% of base salary for all other NEOs).

Table 63 summarizes the fiscal year 20182019 short-term incentive measures and the payout thresholds associated with them.

TABLE 3 – FISCAL YEAR 2019 SHORT-TERM INCENTIVE SCORECARD

◇Performance Measures

TABLE 6 – FISCAL YEAR 2018 SHORT-TERM INCENTIVE SCORECARD

Scorecard Measures		Weight		Threshold (0% payout)		Target (100% payout)		MaxMaximum (200% payout)
Financial / Operational Measure Objectives
●Operating Cash FlowOCF multiple relative to GDX Constituents (before working capital changes)1(1)		20%		60thpercentile		85thpercentile		100thpercentile
●Net GEO Production (ex-Voisey’s Bay revenue, using(using fiscal year 20182019 budget metals prices) vs. fiscal year 20182019 budget		10%		80% of FY 20182019 budget		100% of FY 20182019 budget		120% of FY 20182019 budget
●Cost Containment (excluding non-cash compensation, production taxes, exploration costs and extraordinary items)		10%		10% over FY 20182019 budget		Meet FY 20182019 budget		10% under FY 20182019 budget
Strategic Measure Objectives2(2):
●Deploy Capital Deployment		15%		Invest threshold target or maximumgreater amounts to acquire new streaming and royalty assets during fiscal year 20182019
●Peak GoldVoisey’s Bay Litigation		5%10%		Identify a new deposit, commence resource drilling, and increase mineralized material to specified levelResolve litigation at or better than Board-approved threshold via settlement or trial
●Financial Strength after growing dividendGrowing Dividend		10%5%		Maintain specified Net Debt/EBITDA ratio and liquidity level for fiscal year 20182019
●Voisey’s Bay Litigation preparationPeak Gold		10%		Manage preparation of the Voisey’s Bay litigation for trial or earlier successful resolutionIncrease mineralized material to specified levels, publish PEA, implement strategic alternatives to achieve specified returns
Individual Performance Measures2(2)		20%		Individualized corporate and personal performance targets and development goals for each NEO
Total:		100%

1(1)	Working capital changes represent the sum of changes in assets and liabilities as presented within the operating activities section of the Statement of Cash Flows.
2(2)	The CNG Committee determined that public disclosure of the specific Strategic ObjectiveMeasure Objectives and Individual Performance goalsMeasures could cause competitive harm to the Company and is not material to an understanding of fiscal year 20182019 executive compensation.

2018 Proxy Statement

40 Short-Term Incentives were Awarded for Fiscal Year 2019

---

Table of Contents

Proposal 2

SHORT-TERM INCENTIVES WERE AWARDED FOR FISCAL YEAR 2018
The CNG Committee, with assistance from management, utilized the scorecard to determine short-term incentive awards for fiscal year 2018 Company and individual performance, as follows:

The CNG Committee determined the Company’s performance against each Financial, Operational, and Strategic Performance Measure. The CEO determinedeach executive officer’s (other thanCNG Committee also determined the CEO’s)CEO’s performance against their uniquehis Individual Performance Measures, and the CNG CommitteeCEO determined the CEO’seach other executive officer’s performance against his unique Individual Performance Measures.

The scores for all measures were converted to a percentage of the target achieved and multiplied by the percent weight assigned to each measure. The results were totaled.

◇40

TABLE 7 – ACTUAL PERFORMANCE VERSUS PERFORMANCE MEASURES FOR FISCAL YEAR 2018ROYAL GOLD, INC. | 2019 PROXY STATEMENT

Measure		Result		% of Target Achieved			Weight			Jensen			Wenger*		Heissenbuttel			Isto			Kirchhoff
OCF vs GDX Constituents		Met		153	%		20	%		30.7	%		—		30.7	%		30.7	%		30.7	%
Net GEO Production		Met		119	%		10	%		11.9	%		—		11.9	%		11.9	%		11.9	%
Cost Containment		Met		27	%		10	%		2.7	%		—		2.7	%		2.7	%		2.7	%
Capital Deployment		Not Met		0	%		15	%		0	%		—		0	%		0	%		0	%
Peak Gold		Met		100	%		5	%		5	%		—		5	%		5	%		5	%
Financial Strength		Met		100	%		10	%		10	%		—		10	%		10	%		10	%
Voisey’s Bay Litigation		Met		150	%		10	%		15	%		—		15	%		15	%		15	%
Individual Performance							20	%		24.7	%		—		22.2	%		22	%		21.2	%
Total Score							100	%		99.98	%		—		97.48	%		97.28	%		96.48	%

---

Table of Contents

PROPOSAL 2

TABLE 4 – ACTUAL PERFORMANCE VERSUS PERFORMANCE MEASURES FOR FISCAL YEAR 2019

Measure		% of Target Achieved		Weight		Jensen		Heissenbuttel		Breeze*		Isto		Kirchhoff
OCF vs GDX Constituents		185%		20%		36.9%		36.9%		36.9%		36.9%		36.9%
Net GEO Production		88%		10%		8.8%		8.8%		8.8%		8.8%		8.8%
Cost Containment		160%		10%		16.0%		16.0%		16.0%		16.0%		16.0%
Capital Deployment		89%		15%		13.3%		13.3%		13.3%		13.3%		13.3%
Voisey’s Bay Litigation		100%		10%		10.0%		10.0%		10.0%		10.0%		10.0%
Financial Strength		100%		5%		5.0%		5.0%		5.0%		5.0%		5.0%
Peak Gold		25%		10%		2.5%		2.5%		2.5%		2.5%		2.5%
Individual Performance				20%		20.0%		22.2%		22.3%		23.2%		21.8%
Total Score				100%		112.5%		114.7%		114.8%		115.7%		114.3%

*	Mr. Wenger did not receive short-term incentive compensation for fiscal year 2018 due to his separation from the Company in June 2018.Breeze’s employment began on January 1, 2019.

The total score was divided by 100 and multiplied by the midpoint of each NEO’s short-term incentive range, as described above. As indicated in Table 8,5, the NEOs as a group were awarded short-term incentives at or slightly belowabove target.

◇	TABLE 8 – ACTUAL SHORT-TERM INCENTIVE AWARDS FOR FISCAL YEAR 2018

		Jensen		Heissenbuttel		Isto		Kirchhoff*
Target (Midpoint of Short-Term Incentive Range)		$750,000		$363,750		$285,000		$300,000
Individual Total Score/100		.999		.975		.973		.965
Actual Short-Term Incentive		$750,000		$355,000		$276,000		$289,000
Bonus		—		—		—		$10,000

TABLE 5 – ACTUAL SHORT-TERM INCENTIVE AWARDS FOR FISCAL YEAR 2019

		Jensen			Heissenbuttel			Breeze*			Isto**			Kirchhoff
Target (Midpoint of Short-Term Incentive Range)		$	800,000		$	376,500		$	131,250		$	316,500		$	310,500
Individual Total Score/100			1.13			1.15			1.15			1.16			1.14
Actual Short-Term Incentive		$	900,000		$	432,000		$	151,000		$	366,000		$	355,000

*

In addition to the cash amount determined by theMr. Breeze’s employment began on January 1, 2019. His target short-term incentive scorecard,award was pro-rated for six months of employment. Mr. Breeze’s non-equity incentive plan compensation is paid in Swiss Francs (“CHF”). The amounts shown are the CNG Committee awarded Mr. Kirchhoff a cash bonus of $10,000United States Dollar (“USD”) equivalent. The CHF to USD conversion rate for his role in preparing the Voisey’s Bay litigation for trial in the first quarter of fiscal year 2019 non-equity incentive plan compensation was 1.00, based on the average foreign exchange (“FX”) rates for the period January 1, 2019 through July 31, 2019.

**

Mr. Isto’s non-equity incentive plan compensation is paid in Canadian Dollars (“CAD”). The amounts shown are the USD equivalent. The CAD to USD conversion rate for fiscal year 2019 non-equity incentive plan compensation was 0.76, based on the average 30-day FX rates for the period ending July 31, 2019.

3. Long-Term Incentive Awards

Our Long-Term Incentives Align Management’s Objectives with Stockholders’ Interests

OUR LONG-TERM INCENTIVES ALIGN MANAGEMENT OBJECTIVES WITH STOCKHOLDERS’ INTERESTS

Long-term incentive compensation is designed to encourage executive officers to manage the Company’s business over a multi-year periodfor the long term by delivering a significant portion of each officer’s potential total direct compensation at a future date.

●	The CNG Committee administers the 2015 Omnibus Long-Term Incentive Plan (“2015 LTIP”) by:

	●	Undertaking a careful risk analysis to assure that executive officers are guided by appropriate incentives while discouraging excessive risk-taking;
	●	Establishing performance measures and goalsPerformance Measures designed to align management’s objectives with stockholders’ long-term interests;interests and Company strategy;
	●	Considering the degree to which financial, operational and strategic goals and objectives have been met; and
	●	Determining the equity awards for our NEOs each year.

www.royalgold.com

41

---

Table of Contents

Proposal 2

●	Annual long-term incentive awards are driven primarily by:

	●	The Company’s achievement of performance goals that are consistent with Company strategy and generatinggenerate long-term returns for stockholders; and
	●	The Company’s overall goal to maintain total direct compensation at the mean of our compensation benchmarking peers.

WE UTILIZE THREE FORMS OF EQUITY AWARDS, EACH SERVING A DIFFERENT PURPOSEWe Use Three Forms of Equity Awards, Each Serving a Different Purpose

Stock Options and Stock-Settled Stock Appreciation Rights1. STOCK OPTIONS AND STOCK-SETTLED STOCK APPRECIATION RIGHTS

Stock options and Stock-Settled Stock Appreciation Rights (“SARs”) are considered long-term awards and are intended to promote sustainable business results by encouraging management to achieve share price appreciation. A SAR is a right to receive, upon exercise, the excess of the fair market value of one share of stock on the date of exercise over the grant price of the SAR. SARs are settled in shares of the Company’s common stock. The grant price for options and SARs is the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of grant. Options and SARs have ten-year terms, and vest in equal annual increments over three years beginning on the first anniversary of the grant. Once granted, options and SARs are not subject to any future price adjustment.

WeOur U.S.-based executives are typically awardawarded the first $100,000 in value of stock options in the form of incentive stock options (the limit for incentive stock options under the Internal Revenue Code) and amounts above $100,000 are typically awarded in the form of SARs. Our executives based in Canada and Switzerland typically are awarded the entire value in SARs.

Restricted Stock
2. RESTRICTED STOCK

Awards of restricted stock and restricted stock units (“RSUs”) focus on retention by securing the long-term commitment of our executives. Restricted stock and RSUs vest in equal annual increments on the third, fourth, and fifth anniversaries of the date of grant.

www.royalgold.com

41

---

Table of Contents

PROPOSAL 2

Shares of restricted stock awarded to our U.S.-based executives are considered issued and outstanding with respect to which executives may vote and receive dividends paid in the ordinary course to other Royal Gold stockholders. RSUs awarded to our Canada-based employeesCanada- and Switzerland-based executives do not entitle the executivesthem to vote or receive dividends, although executivesthey receive a cash payment (or dividend equivalent) in the amount of declared dividends at the time dividends are paid.

In addition to service-based vesting requirements for historical restricted stock awards, the CNG Committee introduced a performance-based vesting requirement beginning with restricted stock awards made to NEOs in August 2012 for fiscal year 2013.2012. For restricted stock awarded before August 2015, all stock underlying an annual award would have been forfeited if the Company failed to meet an Adjusted EBITDA hurdle established for the fiscal year for which the award was made. For awards made since August 2015, the CNG Committee requires the Company to achieve the Net Revenue Target before the NEOs become entitled to receive such awards. The CNG Committee reasons that there may be times when the health of the Company does not allow for restricted stock awards or RSUs, and these hurdles establish a threshold below which corporate performance is not sufficient to justify vesting the awards.

For restricted stock awards made for fiscal year 2018,2019, the Net Revenue Target was $240$260  million. The Company achieved actual Net Revenue of $375$333 million in fiscal year 2018,2019, making the NEOs eligible to vest in these shares if the service requirement is also met.

Performance Stock3. PERFORMANCE STOCK

Performance stock awards are intended to provide significant incentive to achieve long-term revenue growth and share price appreciation. Performance shares can be earned only if performance goals are met within defined measuring periods. If the performance goals are not achieved by the end of the applicable measuring period, the shares are forfeited. Performance shares are not considered issued and outstanding shares with respect to which executives may vote or receive dividends and cannot vest until the CNG Committee determines that performance objectives are met. Performance shares are settled with shares of the Company’s common stock when they vest.

Performance Shares Awarded Before August 2015
PerformanceAll performance shares awarded prior to August 2015 which have not already vested or lapsed may vest upon meeting a single performance goal: 10% compounded annual growth in Adjusted Free Cash Flow Per Share (“AFCFPS”)* on a trailing twelve-month basis. Theselapsed. Beginning with performance shares may vest in increments over five years from the grant date. For example, a threshold level of 2.5% growth in compounded AFCFPS is necessary for the minimum vesting of 25% of the performance shares. Maximum vesting is earned with achievement of 10% compounded AFCFPS.

*

Adjusted free cash flow per share, a non-GAAP financial measure, defined as operating income plus production taxes, exploration expenses, depreciation, depletion and amortization, non-cash charges and any impairment of mining assets, less non-controlling interests in operating income of consolidated subsidiaries.

2018 Proxy Statement

42

---

Table of Contents

Proposal 2

Table 9 shows the amount of performance shares awarded for fiscal years 2014 and 2015 which have vested through July 30, 2018. All performance shares awarded for fiscal year2014 which did not vest on or prior to June 30, 2018, have lapsed and cannot vest. All performance shares awarded for fiscal year 2015 have vested.

◇	TABLE 9 – PRE-2015 PERFORMANCE SHARE AWARDS: VESTING TO JUNE 30, 2018

Awarded for FY		Earned in FY 2014			Earned in FY 2015			Earned in FY 2016			Earned in FY 2017			Earned in FY 2018
2014		0	%		0	%		0	%		25	%		0	%
2015		N/A			0	%		25	%		50	%		25	%

Performance Shares Awarded Beginning in August 2015
The CNG Committee replaced the AFCFPS measure with two new performance share measures for performance shares awarded beginning in August 2015 for fiscal year 2016:2016, the CNG Committee has awarded performance shares with the following characteristics:

●

One-half may vest upon the Company’s achievement ofannual growth in annual Net GEO productionGEOs (“(“GEO Shares”) between defined threshold and maximum growth levels prior to the end of the fifth fiscal year following the grant date. Annual growthGrowth in annual Net GEO productionGEOs measures success in growing our business, whether by acquiring new streams and royalties andourselves or by realizing reserve expansion by our mine operators.Growth by acquisition and resource expansion is a key strategic objective of the Company. Net GEO production for For purposes of determining eligibility to vest performance share awards, isNet GEOs are calculated in the same manner as for short-term incentive awards;but meeting or exceeding this measure depends upon the Company’s ability tosuccess in continually acquireacquiring new, revenue-producing stream and royalty assets;assets.Growth by acquisition and reserve expansion is a key strategic objective of the Company; and

●

One-half may vest based on the Company’s achievement ofTSR compared to the TSRs of the GDX Constituents (“(“TSR Shares”) between defined threshold and maximum levels. TSR Shares are eligible to vest for defined one- and three-year measuring periods, and only if the executive remains in continuous service to the Company until the end of the third fiscal year following the grant date. Relative TSR measures the value created for our stockholders over one- and three-year periods.Achieving the highest TSR among our peer companiesindustry peers is a key strategic objective of the Company.

GEO Shares and TSR Shares may vest by linear interpolation in a range between zero shares if neitherthe correspondingthreshold GEO and TSR metric is met; to 100% of GEO Shares and TSR Shares awarded if both the correspondingtarget GEO and TSR metrics aremetric is met; to 200% of the GEO Shares and TSR Shares awarded if both the correspondingmaximum GEO and TSR metrics aremetric is met or exceeded.

The specific goals for awarding performance shares for fiscal years 2016 through 2018,2019, and the Company’s results compared to these goals, were:

GEO Shares Goal: Add, within five fiscal years after any grant date, a specific number of Net GEOs over the actual Net GEO production achievedGEOs held by the Company in the fiscal year prior topreceding the grant date, excluding Net GEOs attributable to Voisey’s Bay.date. The CNG Committee established specific threshold, target and maximum Net GEO growth goals for fiscal year 2018.2019. The specific goals are not disclosed here because the CNG Committee determined that public disclosure of them could cause competitive harm to the Company and does not believe that the figures themselves are material to an understanding of the GEO Shares.

Growth in actual Net GEO production volume achieved during each of fiscal years 2016 and 2017 exceeded the number of additional Net GEOs required to vest GEO Shares at the target level for each award. Actual Net GEO production volumegrowth achieved during fiscal year 2018 was sufficient to vest an incremental number of GEO Shares awarded for fiscal years 2016 and 2017, but was insufficient to vest any GEO Shares awarded for fiscal year 2018. Accordingly, the CNG Committee awardedNet GEO growth achieved during fiscal year 2019 was insufficient to vest any GEO Shares to the NEOs based on linear interpolation between the target and maximum number of shares eligibleawarded for award.fiscal years 2016 through 2019. Vesting of GEO Shares awarded for fiscal years 2016 through 20182019 is summarized as follows:

◇42	TABLE 10 – GEO SHARE VESTING THROUGH JUNE 30, 2018

Awarded for Fiscal Year		Percentage of Target Net GEO Production as of 6/30/2016			Cumulative Percentage of Target Net GEO Production as of 6/30/2017			Cumulative Percentage of Target GEO Shares Vested as of 6/30/2018			Percentage of Maximum GEO Shares Remaining Eligible to Vest
2016		121	%		190	%		198	%		2	%
2017		N/A			107	%		109	%		91	%
2018		N/A			N/A			0	%		200	%

www.royalgold.com

43ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

ProposalPROPOSAL 2

TABLE 6 – GEO SHARE VESTING THROUGH JUNE 30, 2019

Awarded for Fiscal Year		Cumulative Percentage of Target Net GEO Production as of:				Vesting Result:		Cumulative Percentage of Target GEO Shares Vested
2016		6/30/2016		121%		Between Target and Maximum		121%
		6/30/2017		190%		Incremental additional shares		190%
		6/30/2018		198%		Incremental additional shares		198%
		6/30/2019		198%		No vesting		198%
2017		6/30/2017		107%		Between Target and Maximum		107%
		6/30/2018		109%		Incremental additional shares		109%
		6/30/2019		109%		No vesting		109%
2018		6/30/2018		0%		No vesting		0%
		6/30/2019		0%		No vesting		0%
2019		6/30/2019		0%		No vesting		0%

TSR Shares Goal:Achieve the highest percentile in TSR among the GDX Constituents for defined 1- and 3-year periods. With respect to TSR Shares awarded for a fiscal year:

●	One-half will be evaluated for the three-year measuring period ending on June 30 of the third fiscal year after the grant date (“Three-year3-Year TSR Shares”); and
●	One-half will be evaluated for vesting in equal one-third increments for each one-year measuring period ending on June 30 of the first, second and third fiscal years after the grant date (“One-year1-Year TSR Shares”).

Awards of Three-year3-Year TSR Shares and One-year1-Year TSR Shares that are determined to vest will be settled following June 30 of the third fiscal year after the grant date, when and if the CNG Committee determines that the TSR goal has been met or exceeded. In order to receive any TSR Shares, executives must remain in continuous service to the Company through the third anniversary of the grant date. Eligibility to vest TSR Shares will lapse as to any that do not vest at the end of their three-year or one-year measuring period.

TABLE 7 – TSR SHARE VESTING THRESHOLDS

◇	TABLE 11 – TSR SHARE VESTING THRESHOLDS

Metric		Total Shareholder Return		Vesting
Threshold		Less than 50thpercentile		0% of target shares awarded
Target		75thpercentile		100% of target shares awarded
Maximum		100thpercentile		200% of target shares awarded

Table 128 summarizes the TSR Shares awarded for fiscal years 20162017 through 2018,2019, the Company’s TSR percentile compared to the GDX Constituents for each of these fiscal years, and the determinations of the CNG Committee with respect to such awards.

◇	TABLE 12 – TSR SHARE VESTING THROUGH JUNE 30, 2018

Awarded for Fiscal Year		Tranche		Percentile Achieved				CNG Committee Vesting Determination
2016		1-year, tranche 1			22nd			Percentile below threshold; shares lapsed
		1-year, tranche 2			89th			Vested by linear interpolation between target and maximum
		1-year, tranche 3			80th			Vested by linear interpolation between target and maximum
		3-year			68th			Vested by linear interpolation between threshold and target
2017		1-year, tranche 1			89th			Vested by linear interpolation between target and maximum*
		1-year, tranche 2			80th			Vested by linear interpolation between target and maximum*
		1-year, tranche 3			n/a			Not yet subject to evaluation
		3-year			n/a			Not yet subject to evaluation
2018		1-year, tranche 1			80th			Vested by linear interpolation between target and maximum*
		1-year, tranche 2			n/a			Not yet subject to evaluation
		1-year, tranche 3			n/a			Not yet subject to evaluation
		3-year			n/a			Not yet subject to evaluation

TABLE 8 – TSR SHARES VESTING THROUGH JUNE 30, 2019

Awarded for Fiscal Year		Tranche		Percentile Achieved			CNG Committee Vesting Determination
2017		1-Year, tranche 1		89	th		Vested by linear interpolation between target and maximum*
		1-Year, tranche 2		80	th		Vested by linear interpolation between target and maximum*
		1-Year, tranche 3		47	th		Percentile below threshold; shares forfeited
		3-Year		89	th		Vested by linear interpolation between target and maximum
2018		1-Year, tranche 1		80	th		Vested by linear interpolation between target and maximum*
		1-Year, tranche 2		47	th		Percentile below threshold; shares forfeited
		1-Year, tranche 3		n/a			Not yet subject to evaluation
		3-Year		n/a			Not yet subject to evaluation
2019		1-Year, tranche 1		47	th		Percentile below threshold; shares forfeited
		1-Year, tranche 2		n/a			Not yet subject to evaluation
		1-Year, tranche 3		n/a			Not yet subject to evaluation
		3-Year		n/a			Not yet subject to evaluation

*	Vesting is subject to recipient meeting the three-year continuous service requirement.

2018 Proxy Statement
44www.royalgold.com		43

---

Table of Contents

ProposalPROPOSAL 2

Annual Compensation Process

The CNG Committee Leads the Annual Executive Compensation-Setting Process, with Involvement from its Independent Compensation Consultant and Management

ROLES AND RESPONSIBILITIES IN THE ANNUAL COMPENSATION PROCESS

◇	ROLES AND RESPONSIBILITIES IN THE ANNUAL COMPENSATION PROCESS

CNG Committee		●Three directors; independence determined annually under securities, tax and listing rules ●Oversees administration of policies governing executive compensation ●Reviews stockholder feedback and trends in executive compensation design ●Reviews and sets compensation philosophy, objectives and design; reviews annually with Board of Directors ●Ensures alignment with strategic goals and stockholder valuesvalue through establishment of performance measuresPerformance Measures and goals consistent with creatingCompany strategy and long-term value creation for stockholders ●Determines whether performance measuresPerformance Measures were or were not met ●Conducts annual assessment of CEO performance, with input from all Independent Directors ●Determines CEO compensation without presence of CEO or other management ●Considers, without being bound by, advice and recommendations from consultant and CEO concerning NEO compensation ●Determines NEO compensation
Management		●Solicits feedback annually from major stockholders concerning executive compensation plan ●Provides input to CNG Committee on strategy and program design ●Develops initial recommendations for short- and long-term incentives based on achievement of performance measuresPerformance Measures
Independent Compensation Consultant		●Retained annually by the CNG Committee; independence determined annually by CNG Committee ●Performs work at direction and under supervision of the CNG Committee ●Provides expertise on compensation design, market practices, peer group construction and benchmarking ●Benchmarks NEO and director compensation in alternating years ●Provides in-depth review of and recommendations for compensation framework and design

The CNG Committee commissions external reviews of executive and director compensation in alternating years to balance consulting costs with the need to achieve consistency with market compensation practices. The CNG Committee first retained Hugessen in fiscal year 2015 to provide independent advice on the Company’s executive compensation framework and design, as well as related governance matters. Since then, the CNG Committee included Hugessen’s director and executive compensation reports as one consideration in its deliberations on compensation design and award.

The CNG Committee utilizesuses the independence factors prescribed by the SEC and Nasdaq to assess the independence of its compensation consultants on an annualbasis.annual basis. Each year, the CNG Committee determined that, at all relevant times, no conflict of interest exists regarding Hugessen’s work.

The CNG Committee’s compensation consultant provides no services to management. Instead, the CNG Committee determines the nature and scope of the desired consulting services and enters into a consulting agreement directly with the independent consultant. The CNG Committee Chairman approves all statements for services performed.

Members of Royal Gold’s management do not have authority to make off-cycle or ad-hoc equity grants. In the event of a new hire grant, approval is obtained prior to any grant being made either at a regularly scheduled CNG Committee meeting or by unanimous written consent of the CNG Committee.

www.royalgold.com44
	45ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

ProposalPROPOSAL 2

We Establish Relevant Comparator Groups and Conduct Executive Compensation Benchmarking

We Select Benchmarking Peers that Match Our Industry, Business Model and Market Cap

WE SELECT BENCHMARKING PEERS THAT MATCH OUR INDUSTRY, BUSINESS MODEL, MARKET CAP AND CORRELATION TO GOLD PRICE

The CNG Committee reviews and selects executive compensation peers annually based primarily on similar industry profile and size as measured by market capitalization. Our compensation peer group includes both of our largestclosest direct streaming and royalty competitors, while the remainder of the group includes comparably-sized gold and silver mining companies.

Many of our largest investors have told us repeatedly in recent years that they consider our gold-focused peer group to be the most relevant and appropriate for compensation and performance benchmarking purposes. Following is a comparison between the Company’s 2017peer group selected peer groupby the CNG Committee during its work with Hugessen on executive compensation in calendar 2018 and those selected by Glass-Lewis and Institutional Shareholder Services (“ISS”) in 2017:2018:

TABLE 9 – COMPARISON OF PEER GROUPS SELECTED BY THE COMPANY AND PROXY ADVISORS

◇	TABLE 13 – COMPARISON OF PEER GROUPS SELECTED BY THE COMPANY AND PROXY ADVISORS

Company Peer Group		Glass-Lewis Peer Group		ISS Peer Group
✓Includes publicly traded companies with similar industry profile and size as measured by market capitalization (see Table 1410 below)   ✓Includes both of our largestclosest direct streaming and royalty competitors   ✓Includes comparably-sized gold and silver mining companies   ✓Selected peers mostly unchanged since fiscal year 20131(1)   ✓Includes nine Canadian companies2(2)		Includes✓Included all of our peer selections, plus four additional gold companies   Includes✓Included thirteen Canadian companies2(2)		✕Includes neither of our principal streaming and royalty competitors   ✕Includes only threetwo precious metals companies   ✕Includes companies in the activated carbon, agricultural products, fertilizer,products; fertilizer; industrial, specialty, and specialty chemicals,laboratory chemicals; human and animal nutrition,nutrition; nickel/cobalt alloys,alloys; sealants, lubricants and coatingscoatings; biofuels; polymers and other unrelated industries   ✕ISS-selected peers generally trade on market fundamentals that are different and off-cycle from those driving the precious metals business   ✕Includes no Canadian companies2(2)

1(1)

The Company peer group is reviewed annually. Since 2013, changes to the peer group were made either to account for merger and acquisition activity in the peer group or to better position the Company among its peers according to size, as measured by market capitalization.

2(2)

According to S&P CapitalIQ, as of June 30, 2019: (i) there are only fourtwo publicly traded precious metals companies (including Royal Gold) incorporated in the United States having a market capitalization greater than $1 billion, compared to 22 such companies in Canada; and (ii) as of June 30, 2018, the peers selected most recently by ISS averaged only one-sixthapproximately one-ninth the market capitalization of Royal Gold. We believe that a fair compensation peer group, in terms of both industry profile and size, cannot be selected for Royal Gold without including Canadian entities.

◇www.royalgold.com

TABLE 14 – COMPANY COMPARISONS TO COMPANY SELECTED PEER GROUP

				As of June 30, 2017 (In USD Millions)				Correlation to Gold Price, July 1, 2016 to June 30, 2017
Company		Primary Industry		Market Capitalization ($)		Last 12 Months’ EBITDA ($)
Agnico Eagle Mines Limited		Gold		10,334		1,009		89	%
B2Gold Corporation		Gold		2,741		298		46	%
Centerra Gold Inc.		Gold		1,587		529		64	%
Coeur Mining, Inc.		Silver		1,557		167		66	%
Eldorado Gold Corporation		Gold		1,895		145		69	%
Franco-Nevada Corporation		Gold		13,012		511		86	%
Hecla Mining Company		Silver		2,020		213		28	%
IAMGOLD Corporation		Gold		2,392		815		45	%
New Gold Inc.		Gold		1,824		203		63	%
Pan American Silver Corp.		Silver		2,569		301		48	%
Wheaton Precious Metals Corporation		Silver		8,756		602		85	%

2018 Proxy Statement

4645

---

Table of Contents

ProposalPROPOSAL 2

				As of June 30, 2017 (In USD Millions)				Correlation to Gold Price, July 1, 2016 to June 30, 2017
Company		Primary Industry		Market Capitalization ($)		Last 12 Months’ EBITDA ($)
75thPercentile				6,020		547		81	%
Median				2,481		303		65	%
25thPercentile				1,877		211		48	%
Average				4,483		425		64	%
Royal Gold, Inc.		Gold		5,108		306		79	%
Percentile				P70		P50		P70
Data source: S&P CapitalIQ

WE COMPARE OUR EXECUTIVE OFFICER COMPENSATION AGAINST OUR BENCHMARKING PEERSTABLE 10 – COMPANY COMPARISONS TO COMPANY SELECTED PEER GROUP

		As of June 30, 2018 (In USD Millions)
Company	Primary Industry	Market Capitalization ($)	Last 12 Months’ EBITDA ($)
Agnico Eagle Mines Limited	Gold	10,662	864
B2Gold Corporation	Gold	2,555	432
Centerra Gold Inc.	Gold	1,622	410
Coeur Mining, Inc.	Silver	1,414	205
Eldorado Gold Corporation	Gold	801	140
Franco-Nevada Corporation	Gold	13,572	521
Hecla Mining Company	Silver	1,394	220
IAMGOLD Corporation	Gold	2,717	362
New Gold Inc.	Gold	1,206	205
Pan American Silver Corp.	Silver	2,743	297
Wheaton Precious Metals Corporation	Silver	10,231	577
75thPercentile		7,115	454
Median		2,636	345
25thPercentile		1,409	216
Average		4,583	380
Royal Gold, Inc.	Gold	6,077	329
Percentile		P70	P40
Data source: S&P CapitalIQ

We Compare Our Executive Officer Compensation Against Our Benchmarking Peers

For fiscal year 2018,2019, the CNG Committee adjusted base salary in two respects: a 3.1%3.6% cost of living increase based upon the July 20172018 United States Department of Labor Bureau of Labor Statistics study for the Denver area;area, where the Company’s headquarters is located; and, where appropriate, adjustments believed necessary to align NEOs at or near the mean salaries of its benchmarking peers.

Key Compensation Policies and Practices

Employment Agreements

Royal Gold entered into employment agreements with each of its NEOsMessrs. Jensen, Heissenbuttel, Isto and Kirchhoff effective July 1, 2016, superseding2016. In the case of Messrs. Jensen, Heissenbuttel and replacingKirchhoff, these employment agreements superseded and replaced the employment agreements entered into in September 2013. Each of the employment agreements were amended effective December 15, 2017. Effective January 1, 2019, Mr. Isto’s employment agreement was terminated and replaced with an employment agreement on substantially the same terms and conditions between Mr. Isto and the Company’s wholly-owned subsidiary, Royal Gold Corporation. Also effective January 1, 2019, Mr. Breeze entered into an employment contract with the Company’s wholly-owned subsidiary, RGLD Gold AG.

Pursuant to Mr. Jensen’s employment agreement, Mr. Jensen will continue to serve as the Company’s President and Chief Executive Officer and the Company’s Board of Directors will continue to nominate Mr. Jensen for re-election as Director.until his announced retirement date, January 2, 2020. Pursuant to individualhis employment agreements, Messrs.agreement, Mr. Heissenbuttel Isto and Kirchhoff will continue to serve as officers of the Company, namely the Chief Financial Officer and Vice President Strategy Viceuntil his appointment as President Operations, and ChiefExecutive Officer becomes effective on January 2, 2020, and the Company and Mr. Heissenbuttel intend to enter into a new employment contract on or before January 2, 2020, reflecting his new role as CEO. Pursuant to their individual employment agreements, Mr. Kirchhoff will continue to serve as the Vice President, General Counsel and Secretary, respectively.Secretary; Mr. Wenger, formerly Chief Financial OfficerIsto will continue to serve as Vice President Operations, Royal Gold Corporation; and Treasurer, separated from serviceMr. Breeze will continue to the Company effective June 8, 2018.serve as Vice President Corporate Development, RGLD Gold AG. The employment agreements with Messrs. Kirchhoff and Isto are for one-year terms and renew automatically for four consecutive one-year periods, andperiods. Mr. Kirchhoff’s employment agreement will expire on June 30, 2021, and Mr. Isto’s employment agreement will expire on December 31, 2023, unless, in either case, the Company or the executive timely elects not to renew the term of the employment agreement, or unless the employment agreement is otherwise terminated in accordance with its terms. Mr. Breeze’s employment contract is of indefinite term under Swiss law. As described below under the headingPotential Payments Upon Termination or Change of Control(page 54), each employment agreement provides for severance compensation in certain events. None of the employment agreements providesprovide for excise tax gross-ups for change-in-control provisions.

46

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 2

Benefit Programs

Benefit programs for the executive officers are common in design and purpose to those for all of our employees in the United States, and Canada and Switzerland and, to the extent appropriate in the country of employment taking into account applicable local legal requirements, include an opportunity to participate in various health and welfare benefit programs. We share the cost of certain health and retirement benefit programs with our employees. The Company, also maintainsitself or through its Canadian and Swiss subsidiaries, provides retirement plans for our USU.S., Canadian and Canadian Employees.Swiss employees. The USU.S. plan is a Salary Reduction/Simplified Employee Pension Plan (“SARSEP Plan”), in which all USU.S. employees are eligible to participate. The Canadian plan is a Group Registered Retirement Savings Plan (“Group RRSP”), in which all Canadian employees are eligible to participate. The SARSEP Plan and Group RRSP are voluntary plans. The plan for Swiss employees is regulated by Swiss statutes, is mandated for all Swiss employees within defined limits, and provides for employees’ retirement, survivors, and disability insurance (“Pension Plan”).

The SARSEP Plan and Group RRSP allow employees to reduce their pre-tax salary, subject to certain regulatory limitations, and to put this money into a tax deferredtax-deferred investment plan. The Company may make non-elective contributions to the employee’s SARSEP Plan and Group RRSP, up to 7% of an individual’s annual salary and short-term incentive, subject to limits. Those that do not participate inEmployer contributions to the employee’s SARSEP Plan andor Group RRSP receive a 3% employer contribution in accordance with the respective plan rules. Employer contributions are immediately 100% vested. Total employee and employer contributions to the SARSEP Plan and Group RRSP are subject to annual regulatory limitations.

www.royalgold.com

47

---

Table The Swiss subsidiary pays approximately 50% of Contentsthe contributions to the Pension Plan according to the applicable regulations of the pension scheme provider. The contribution due is a percentage of the relevant covered salary and depends on the age of the Swiss employee.

Proposal 2

Perquisites

The Company generally does not provide perquisites or other special benefits to executive officers.

Executive Stock Ownership Guidelines

Royal Gold’s stock ownership requirements encourage its NEOs to achieve and maintain a minimum investment in the Company’s common stock at levels set by the CNG Committee. The requirement incentivizes our NEOs to focus on improving long-term stockholder value and aligns the interests of management and stockholders. The requirement is set as a number of shares that is equivalent to a multiple of the NEO’s base salary. Unexercised stock options and SARs unvested shares of restricted stock and unearned performance shares are not considered owned for purposes of the program.

There is no timeframe in which the NEOs must meet ownership targets. The program also requires each NEO to hold an aggregate of fifty percent (50%) of the shares of stock acquired pursuant to any grant of options, SARs restricted stock or performance stock, net of any shares sold to cover withholding taxes, until such executive officer reaches his or her ownership target. All NEOs are in compliance with the ownership requirements, other than Daniel Breeze, Vice President Corporate Development, RGLD Gold AG, who joined the Company on January 1, 2019 (see Table 1511 below, calculated as of September 17, 2018)23, 2019).

In order to align the interests of management and stockholders, Royal Gold‘sGold’s policy precludes NEOs from hedging against their investments in the Company’s common stock. Further, NEOs are restrictedstock and from pledging their investments in the Company’s common stock.

TABLE 11 – NEO STOCK OWNERSHIP SUMMARY

◇	TABLE 15 – NEO STOCK OWNERSHIP SUMMARY

Role		Guideline Value of Common Stock to be Owned		Actual Value Owned
President and CEO		4xSalary		15.8x6.8xSalary
Chief Financial Officer and VP Strategy		2xSalary		11.6x19.2xSalary
VP OperationsCorporate Development		2xSalary		4.1x1.1xSalary
VP Operations		2xSalary		6.7xSalary
VP, General Counsel and Secretary		2xSalary		8.8x13.6xSalary

Tax Deductibility of Compensation

Prior to passage and signing of the Tax Reform and Jobs Act of 2017 (the “Act”),

Section 162(m) of the Internal Revenue Code of 1986, as amended, imposedimposes a limit on the amount that a public company may deduct for compensation paid in any one year to the Company’s Chief Executive Officer and certain other NEOs. ThePrior to passage and signing of the Tax Reform and Jobs Act of 2017 (the “Tax Act”), the limitation did not apply to compensation meeting the requirements under Section 162(m) for “qualifying performance based” compensation. Prior toNow that the Act becoming law,exemption for performance-based compensation has been repealed by the Company andTaxAct, the CNG Committee reviewedexpects that compensation granted for or paid in 2019 and considered the deductibility of executive compensation under Section 162(m).future tax years will not be fully deductible for income tax purposes. The CNG Committee usually sought,intends to maintain the pay-for-performance alignment of our incentive compensation programs and with respect to executivebelieves the interests of our stockholders are best served by not limiting the CNG Committee’s discretion and flexibility in crafting compensation determinations made for fiscal year 2018 did seek, to satisfy the requirements necessary to allow theplans and arrangements, even though some compensation awards may result in non-deductible compensation expenses.

www.royalgold.com

47

---

Table of its named executive officers to be deductible under Section 162(m).Contents

PROPOSAL 2

Post-Termination Compensation

The Company does not provide pension or other retirement benefits apart from the SARSEP Plan, and Group RRSP Plan and Pension Plan, each described above. The Company provides certain post-termination benefits pursuant to the terms of the LTIP and the employment agreements described above under“Employment Agreements”on page 4746 and below under the section titled“Potential Payments Upon Termination or Change of Control”on page 54. None of the employment agreements provide for excise tax gross-ups for change-in-control provisions.

2018 Proxy Statement

48

---

Table of Contents

Proposal 2

Risk Assessment of Compensation Policies and Practices

The Company’s executive compensation program is designed to support its ability to recruit, retain and reward high-performing executive officers who will drive growth, profitability and increased long-term stockholder value, while managing the Company responsibly over both the long- and short-term, and while maintaining the Company’s excellentstrong reputation. The CNG Committee believes that the Company’s executive compensation is an appropriate balance of competitive salary and attractive short- and long-term incentives that: (a) are based upon achievement of many of the same measuresPerformance Measures used by the Board of Directors to chart our corporate strategy and evaluate the Company’s success in achieving that strategy; (b) utilizeuse multiple performance measuresPerformance Measures to avoid placing excessive emphasis on any single measure; and (c) provide opportunity to earn significantly higher-than-target compensation over the long term through consistent superior corporate and individual performance. Management and the CNG Committee believe the total executive compensation program provides strong incentives to manage for the long term while avoiding excessive risk-taking in the short term.

Executive Compensation Tables

2018 Summary Compensation Table

The following table provides information regarding the potential compensation of the Company’s NEOs for fiscal years 2019, 2018, 2017 and 2016.2017.

Name and Principal Position		Year (fiscal)		Salary ($)		Bonus ($)			Non-Equity Incentive Plan Compensation ($)		Stock Awards(1) ($)		Option Awards(2) ($)		All Other Compensation(3) ($)		Total ($)
Tony Jensen		2018		750,000		—			750,000		1,552,322		820,850		32,738		3,905,910
President and Chief Executive Officer		2017		720,000		—			733,000		1,172,404		638,386		31,389		3,295,179
		2016		700,000		—			750,000		1,326,022		779,328		32,436		3,587,786
Stefan Wenger(4)		2018		427,583		—			—		517,986		32,206		822,294		1,800,069
Chief Financial Officer and Treasurer		2017		440,000		—			328,000		475,639		258,648		37,214		1,539,501
		2016		425,000		—			345,000		512,536		301,214		36,036		1,619,786
William Heissenbuttel(5)		2018		485,000		—			355,000		558,778		295,351		37,370		1,731,499
Vice President Corporate Development		2017		470,000		—			345,000		486,947		265,195		38,389		1,605,531
		2016		450,000		100,000	(6)		365,000		542,813		319,030		36,436		1,813,278
Mark Isto(7)		2018		390,000		—			276,000		524,531		277,374		30,601		1,498,506
VP Operations		2017		350,000		—			266,000		426,390		232,162		13,446		1,287,998
Bruce C. Kirchhoff		2018		400,000		10,000	(8)		289,000		434,655		229,864		32,171		1,395,690
Vice President, General Counsel and Secretary		2017		386,000		—			287,000		399,907		217,282		31,074		1,321,263
		2016		375,000		—			305,000		451,883		265,600		31,211		1,428,694

Name and Principal Position		Year (fiscal)		Salary ($)		Bonus ($)			Non-Equity Incentive Plan Compensation ($)		Stock Awards(1) ($)		Option Awards(2) ($)		All Other Compensation(3) ($)		Total ($)
Tony Jensen		2019		800,000		—			900,000		1,408,258		732,791		33,939		3,874,988
President and Chief		2018		750,000		—			750,000		1,552,322		820,850		32,738		3,905,910
Executive Officer		2017		720,000		—			733,000		1,172,404		638,386		31,389		3,295,179
William Heissenbuttel		2019		502,000		—			432,000		539,175		278,755		32,784		1,784,714
Chief Financial Officer		2018		485,000		—			355,000		558,778		295,351		37,370		1,731,499
and Vice President Strategy		2017		470,000		—			345,000		486,947		265,195		38,389		1,605,531
Dan Breeze(4)		2019		350,000		—			151,000		214,248		100,065		17,119		832,432
Vice President
Corporate Development
RGLD Gold AG
Mark Isto(5)		2019		430,000		—			366,000		465,306		240,416		33,387		1,535,109
VP Operations		2018		390,000		—			276,000		524,531		277,374		30,601		1,498,506
Royal Gold Corporation		2017		350,000		—			266,000		426,390		232,162		13,446		1,287,998
Bruce C. Kirchhoff		2019		414,000		—			355,000		385,741		198,662		32,686		1,386,089
Vice President, General Counsel		2018		400,000		10,000	(6)		289,000		434,655		229,864		32,171		1,395,690
and Secretary		2017		386,000		—			287,000		399,907		217,282		31,074		1,321,263

48

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 2

(1)

Amounts shown reflect the total grant date fair value of restricted stock awards/units and performance stock awards, determined in accordance with ASC 718, made during fiscal years 2019, 2018, 2017 and 2016.2017. Performance stock awards made in fiscal years 20162017 through 20182019 are shown at 100% of target performance. The fair value of the performance stock awards on the date of grant made during fiscal year 20182019 assuming target and highest level of payout of performance shares was as follows:

			Grant Date Value of Performance Award
	Name		At Target ($)		At Maximum ($)
	Tony Jensen		737,568		1,475,135
	Stefan Wenger		246,110		492,220
	William Heissenbuttel		265,921		531,841
	Mark Isto		249,158		498,315
	Bruce C. Kirchhoff		206,488		412,977

Amounts shown do not represent cash payments made to the individuals, amounts realized or amounts that may be realized. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 2018 Annual Report on Form 10-K filed with the SEC on August 9, 2018, for a discussion on the valuation of the restricted stock and performance stock awards.

	Grant Date Value of Performance Award
Name	At Target ($)	At Maximum ($)
Tony Jensen	754,548	1,509,097
William Heissenbuttel	288,884	577,768
Dan Breeze	112,680	225,360
Mark Isto	249,217	498,433
Bruce C. Kirchhoff	206,962	413,924

www.royalgold.com

49

---

Table of Contents

Proposal 2

(2)	Amounts shown reflect the total grant date fair value of stock options and SARs, determined in accordance with ASC 718 using the Black-Scholes-Merton option-pricing model, awarded during fiscal years 2018, 2017 and 2016. Amounts shown do not represent cash payments made to the individuals, amounts realized or amounts that may be realized. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 20182019 Annual Report on Form 10-K filed with the SEC on August 9,8, 2019, for a discussion on the valuation of the restricted stock and performance stock awards.
(2)	Amounts shown reflect the total grant date fair value of stock options and SARs, determined in accordance with ASC 718 using the Black-Scholes-Merton option-pricing model, awarded during fiscal years 2019, 2018 and 2017. Amounts shown do not represent cash payments made to the individuals, amounts realized, or amounts that may be realized. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on August 8, 2019, for a discussion of the assumptions used in valuation of stock option and SARs awards.
(3)	All Other Compensation includes the following:

	Name		Year (fiscal)		Employer SARSEP Contributions ($)		Life and Accidental Death & Dismemberment Insurance Premiums ($)		Long-Term Disability Insurance Premiums ($)		Total All Other Compensation ($)
	Tony Jensen		2018		31,049		864		825		32,738
			2017		29,700		864		825		31,389
			2016		30,750		861		825		32,436
	Stefan Wenger		2018		34,605		864		825		36,294	*
			2017		35,525		864		825		37,214
			2016		34,350		861		825		36,036
	William Heissenbuttel		2018		35,681		864		825		37,370
			2017		36,700		864		825		38,389
			2016		34,750		861		825		36,436
	Mark Isto		2018		26,862		1,963		1,776		30,601
			2017		10,278		1,656		1,512		13,446
	Bruce C. Kirchhoff		2018		35,681		864		825		32,171
			2017		29,385		864		825		31,074
			2016		29,525		861		825		31,211

Name		Year (fiscal)		Employer SARSEP Contributions ($)		Life and Accidental Death & Dismemberment Insurance Premiums ($)		Long-Term Disability Insurance Premiums ($)		Total All Other Compensation ($)
Tony Jensen		2019		32,250		864		825		33,939
		2018		31,049		864		825		32,738
		2017		29,700		864		825		31,389
William Heissenbuttel		2019		31,095		864		825		32,784
		2018		35,681		864		825		37,370
		2017		36,700		864		825		38,389
Dan Breeze		2019		17,119		—		—		17,119
Mark Isto		2019		29,473		1,970		1,944		33,387
		2018		26,862		1,963		1,776		30,601
		2017		10,278		1,656		1,512		13,446
Bruce C. Kirchhoff		2019		30,997		864		825		32,686
		2018		35,681		864		825		32,171
		2017		29,385		864		825		31,074

*

Total all other compensation shown for Mr. Wenger in the table immediately above does not include $786,000 paid in accordance with his employment agreement upon his separation from service to the Company effective June 8, 2018.

(4)	Effective June 1, 2018, Mr. Wenger resigned from his position as Chief Financial Officer and Treasurer of the Company. All other compensation for Mr. Wenger includes certain payments made pursuant to his Employment Agreement upon his separation from service to the Company effective June 8, 2018.
(5)	Mr. Heissenbuttel was appointed to Chief Financial Officer and Vice President Strategy effective June 1, 2018.
(6)	Represented a cash award of $100,000 as special recognition of Mr. Heissenbuttel’s extraordinary performance in overseeing the acquisition of the Company’s new streaming interests in addition to a further royalty interest in one of the Company’s existing development projects, during the first quarter of fiscal year 2016.
(7)	Mr. IstoBreeze was not considered a Named Executive Officer until January 1, 2019. Mr. Breeze’s salary and non-equity incentive plan compensation are paid in Swiss Francs (“CHF”). The amounts shown are the United States Dollar (“USD”) equivalent. The CHF to USD conversion rate for fiscal year 2017. 2019 salary and non-equity incentive plan compensation was 1.00, based on the average foreign exchange (“FX”) rates for the period January 1, 2019 through July 31, 2019.
(5)	Mr. Isto’s salary and non-equity incentive plan compensation are paid in Canadian Dollars.Dollars (“CAD”). The amounts shown are the applicable United States DollarUSD equivalent. The CAD to USD conversion rate for fiscal year 2019 salary and non-equity incentive plan compensation was 0.76, based on the average 30-day FX rates for the period ending July 31, 2018 (salary) and July 31, 2019 (non-equity incentive plan compensation).
(8)(6)	Represents a cash award of $10,000 for Mr. Kirchhoff’s role in preparing the Voisey’s Bay litigation for trial in the first quarter of fiscal year 2019.

The Company provides a SARSEP Plan (US employees) or, Group RRSP (Canadian employees), and Pension Plan (Swiss employees), and life and disability benefits to all of its employees. The Company matches employee contributions to the SARSEP Plan, and Group RRSP, and Pension Plan up to 7% of an individual’s aggregate annual salary and short-term incentive, subject to limits (see“Benefit Programs”on page 47).

2018 Proxy Statement
50www.royalgold.com		49

---

Table of Contents

ProposalPROPOSAL 2

Grants of Plan-Based Awards in Fiscal Year 20182019

This table provides information regarding incentive awards and other stock-based awards granted during fiscal year 20182019 to the NEOs.

				Estimated Future Payouts Under Equity Incentive Plan Awards(1)						All Other Stock Awards: Number of Shares of Stock or Units(2)		All Other Option Awards: Number of Securities Underlying Options(3)		Exercise or Base Prices of Option Awards(4)		Grant Date Fair Value of Stock and Option Awards(5)
				Threshold		Target		Maximum
Name																		Grant Date		Estimated Future Payouts Under Equity Incentive Plan Awards(1)				All Other Stock Awards: Number of Shares of Stock or Units(2)			All Other Option Awards: Number of Securities Underlying Options(3)		Exercise or Base Prices of Option Awards(4)		Grant Date Fair Value of Stock and Option Awards(5)
																				Target		Maximum
		Grant Date		(#)		(#)		(#)		(#)		(#)		($/sh)		($)				(#)		(#)		(#)			(#)		($/sh)		($)
Tony Jensen		8/23/2017		—		9,680		19,360								737,568				13,125		26,250									754,548
		8/23/2017								9,320						814,754		8/21/2018						8,410							653,709
		8/23/2017										25,570		87.42		820,850											28,010		77.73		732,791
Stefan Wenger		8/23/2017		—		3,230		6,460								246,110
William Heissenbuttel																				5,025		10,050									288,884
		8/23/2017								3,110						271,876		8/21/2018						3,220							250,291
		8/23/2017										8,520		87.42		32,206											10,720		77.73		278,755
William Heissenbuttel		8/23/2017		—		3,490		6,980								265,921
Dan Breeze																				1,800		3,600									112,680
		8/23/2017								3,350						292,857		01/02/2019						1,200	*						101,568
		8/23/2017										9,200		87.42		295,351											3,500		84.64		100,065
Mark Isto		8/23/2017		—		3,270		6,540								249,158				4,335		8,670									249,217
		8/23/2017								3,150						275,373		8/21/2018						2,780	*						216,089
		8/23/2017										8,640		87.42		277,374											9,260		77.73		240,416
Bruce C. Kirchhoff		8/23/2017		—		2,710		5,420								206,488				3,600		7,200									206,962
		8/23/2017								2,610						228,166		8/21/2018						2,300							178,779
		8/23/2017										7,160		87.42		229,864											7,670		77.73		198,662

*	Represents restricted stock units.
(1)	Represents performance stock awards, TSR Shares, and GEO Shares, which will vest upon achievement of target performance or market objectives within three or five years of the grant date, respectively. If target performance or market objectives are not met within three or five years of the grant, the performance stock awards will be forfeited.expire. Refer to Note 7 to the Company’s consolidated financial statements contained in the Company’s 20182019 Annual Report on Form 10-K filed with the SEC on August 9, 2018,8, 2019, for a discussion on the valuation and vesting of the TSR Shares and GEO Shares. Amounts shown in the “Target” column represent payout for 100% achievement of the target objectives, while amounts shown in the “Maximum” column represent 200% payout for achievement of the maximum objectives. Each TSR Share or GEO Share, if earned, will be settled with a share of Royal Gold common stock. The closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on the date of grant was $87.42.$77.73 for each of the NEOs other than Mr. Breeze, and $84.64 for Mr. Breeze. Performance stock awards are not issued and outstanding shares upon which NEOs may vote or receive dividends.
(2)	Represents (i) shares of performance-based restricted stock awarded to each NEO other than Messrs. Breeze and Isto that vest based on continued service after meeting a threshold corporate performance goal.goal, and (ii) shares of performance-based restricted stock units awarded on the same terms and conditions to Messrs. Breeze and Isto. The closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on the date of grant was $87.42.$77.73 for each of the NEOs other than Mr. Breeze, and $84.64 for Mr. Breeze. Shares of restricted stock and restricted stock units granted during fiscal year 20182019 will vest ratably over three years commencing on the third anniversary of the grant date. Accordingly, one-third of the shares awarded sharesto Messrs. Jensen, Heissenbuttel, Isto and Kirchhoff will vest on August 2321 of each of the years 2020, 2021, 2022 and 2022.2023. Similarly, one-third of the units awarded to Mr. Breeze will vest on January 2 of each of the years 2022, 2023 and 2024. Shares of restricted stock are issued and outstanding shares of common stock which have voting rights and upon which the NEOs other than Messrs. Breeze and Isto received dividends calculated at the same rate paid to other stockholders. Restricted stock units awarded to Messrs. Breeze and Isto do not entitle them to vote or receive dividends, although they receive a cash payment (or dividend equivalent) in the amount of declared dividends at the time dividends are paid.
(3)	Represents stock option and SARs awards that vest ratably over three years commencing on the first anniversary of the grant date. Accordingly, one-third of the stock options and SARs awarded to Mr. Jensen, Heissenbuttel, Isto and Kirchhoff will become exercisable on August 2321 of each of the years 2018, 2019, 2020 and 2020.2021. Amounts for Messrs. Jensen, Wenger, Heissenbuttel, Isto and Kirchhoff include SARs awards of 24,427, 7,377, 8,057, 7,497representing 26,724, 9,434, 7,974 and 6,0176,384 shares, respectively, and 1,1431,286 stock option awards for each individual. One-third of the SARs awarded to Mr. Breeze will become exercisable on January 2 of each of the years 2020, 2021 and 2022. The amount shown for Mr. Breeze does not include a stock option award.
(4)	Exercise or base price is the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date.
(5)	Amounts shown represent the total fair value of awards (at target) calculated as of the grant date in accordance with ASC 718 and do not represent cash payments made to the individuals, amounts realized or amounts that may be realized.

www.royalgold.com50
	51ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

ProposalPROPOSAL 2

Outstanding Equity Awards at 20172019 Fiscal Year End

This table provides information about the total outstanding stock options, SARs, shares of restricted stock and performance stock awards for each of the NEOs as of June 30, 2018.2019.

		Option Awards									Stock Awards										Option Awards									Stock Awards
Name		Number of Securities Underlying Unexercised Options(1) (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units That Have Not Vested(2) (#)			Market Value of Shares or Units of Stock That Have Not Vested(3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#)			Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($)		Number of Securities Underlying Unexercised Options(1) (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units That Have Not Vested(2) (#)			Market Value of Shares or Units of Stock That Have Not Vested(3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#)			Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($)
Tony Jensen		22,000		—			75.32		8/13/2022												—		7,153	(6)		83.29		8/16/2026
		33,600		—			75.72		8/26/2024												—		17,047	(7)		87.42		8/23/2027
		14,159		14,157	(6)		56.54		8/20/2025												—		28,010	(8)		77.73		8/21/2028
		7,153		14,307	(7)		83.29		8/16/2026																					3,600	(9)		368,964
		—		25,570	(8)		87.42		8/23/2027																					8,484	(10)		869,525
											4,000	(9)																		7,590	(11)		777,899
											7,200	(10)		668,448																9,320	(12)		955,207
											12,726	(11)		1,181,482																8,410	(13)		861,941
											7,590	(12)		704,656																					8,750	(14)		896,788
											9,320	(13)		865,269																					8,750	(15)		896,788
																18,000	(14)		1,671,120																104	(16)		10,659
																690	(15)		64,060																3,601	(17)		369,066
																3,661	(16)		339,887																7,890	(18)		808,646
																7,890	(17)		732,508																9,680	(19)		992,103
																9,680	(18)		898,691																9,680	(20)		992,103
																9,680	(19)		898,691
Stefan Wenger																266	(15)		24,695
																1,485	(16)		137,867
																3,230	(18)		299,873
William Heissenbuttel		11,591		5,795	(6)		56.54		8/20/2025												17,386		—			56.54		8/20/2025
		2,973		5,947	(7)		83.29		8/16/2026												5,947		2,973	(6)		83.29		8/16/2026
		—		9,200	(8)		87.42		8/23/2027												3,067		6,133	(7)		87.42		8/23/2027
											1,400	(9)		129,976							—		10,720	(8)		77.73		8/21/2028
											2,800	(10)		259,952																1,400	(9)		143,486
											5,210	(11)		483,696																3,473	(10)		355,948
											3,150	(12)		292,446																3,150	(11)		322,844
											3,350	(13)		311,014																3,350	(12)		343,342
																6,600	(14)		612,744											3,220	(13)		330,018
																282	(15)		26,181																3,350	(14)		343,342
																1,522	(16)		141,302																3,350	(15)		343,342
																3,280	(17)		304,515																42	(16)		4,305
																3,490	(18)		324,012																1,497	(17)		153,428
																3,490	(19)		324,012																3,280	(18)		336,167
																																			3,490	(19)		357,690
																																			3,490	(20)		357,690
Dan Breeze																					—		3,500	(21)		84.64		1/2/2029
																														1,200	(22)		122,988
																																			1,200	(23)		122,988
																																			1,200	(24)		122,988

2018 Proxy Statement
52www.royalgold.com		51

---

Table of Contents

ProposalPROPOSAL 2

		Option Awards									Stock Awards										Option Awards									Stock Awards
Name		Number of Securities Underlying Unexercised Options(1) (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units That Have Not Vested(2) (#)			Market Value of Shares or Units of Stock That Have Not Vested(3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#)			Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($)		Number of Securities Underlying Unexercised Options(1) (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units That Have Not Vested(2) (#)			Market Value of Shares or Units of Stock That Have Not Vested(3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#)			Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($)
Mark Isto		2,500		—			65.85		1/5/2025												2,500		—			65.85		1/5/2025
																					5,000		—			56.54		8/20/2025
																					5,207		2,603	(6)		83.29		8/16/2026
																					2,880		5,760	(7)		87.42		8/23/2027
																					—		9,260	(8)		77.73		8/21/2028
		3,334		1,666	(6)		56.54		8/20/2025																					833	(25)		85,374
		2,603		5,207	(7)		83.29		8/16/2026																					3,333	(10)		341,599
		—		8,640	(8)		87.42		8/23/2027																					2,760	(11)		282,872
											1,342	(20)		124,591																3,150	(12)		322,844
											5,000	(10)		464,200																2,780	(13)		284,922
											2,760	(11)		256,238																					2,890	(14)		296,196
											3,150	(13)		292,446																					2,890	(15)		296,196
																260	(15)		24,138																38	(16)		3,895
																1,332	(16)		123,663																1,310	(17)		134,262
																2,870	(17)		266,451																2,870	(18)		294,146
																3,270	(18)		303,587																3,270	(19)		335,142
																3,270	(19)		303,587																3,270	(20)		335,142
Bruce C. Kirchhoff																					4,873		2,437	(6)		83.29		8/16/2026
		5,000		—			68.18		8/18/2021												2,387		4,773	(7)		87.42		8/23/2027
		5,250		—			75.32		8/13/2022												—		7,670	(8)		77.73		8/21/2028
		13,200		—			75.72		8/26/2024																					1,400	(9)		143,486
		4,826		4,824	(6)		56.54		8/20/2025																					2,891	(10)		296,299
		2,437		4,873	(7)		83.29		8/16/2026																					2,590	(11)		265,449
		—		7,160	(8)		87.42		8/23/2027																					2,610	(12)		267,499
											1,400	(9)		129,976																2,300	(13)		235,727
											2,800	(10)		259,952																					2,400	(14)		245,976
											4,337	(11)		402,647																					2,400	(15)		245,976
											2,590	(12)		240,456																					35	(16)		3,587
											2,610	(13)		242,312																					1,227	(17)		125,755
																6,600	(14)		612,744																2,690	(18)		275,698
																235	(15)		21,817																2,710	(19)		277,748
																1,248	(16)		115,864																2,710	(20)		277,748
																2,690	(17)		249,740
																2,710	(18)		251,596
																2,710	(19)		251,596

(1)	Represents shares of common stock underlying stock options and SARs. Stock options and SARs vest ratably over three years commencing on the first anniversary of the grant date.
(2)	Represents shares of restricted stock that vest based on continued service after meeting threshold corporate performance goals. Shares of restricted stock vest ratably over three years commencing on the third anniversary of the grant date.
(3)	Market value is based on a stock price of $92.84,$102.49, the closing price of Royal Gold’s common stock on the Nasdaq Global Select Market on June 29, 2018,28, 2019, and the outstanding number of shares of restricted stock.
(4)	Represents performance stock awards made before fiscal 2015, which will vest upon achievement of target performance objectives within five years of the grant. If target performance objectives are not met within five years of the grant, the performance stock awards will be forfeited. If target performance objectives are met at any time during the five year period, 100% of the performance stock awards will vest. Interim amounts may vest in 25% increments upon achievement of 25%, 50%, 75% and 100% of the target objectives. Each performance stock award, if earned, will be settled with shares of Royal Gold common stock. Performance targets for awards made prior to fiscal 2012 are based on growth of free cash flow per share on a trailing twelve month basis and growth of royalty ounces in reserve per share on an annual basis. Performance targets for awards made beginning in fiscal 2012 are based on growth of adjusted free cash flow per share on a trailing twelve month basis.
	Also representsmaximum TSR and GEO at max performance stock awards madeshares awarded beginning in fiscalAugust 2015, which will vest upon achievement of target performance or market objectives within three or five years of the grant date, respectively. If target performance or market objectives are not met within three or five years of the grant, the performance stock awards will be forfeited.

www.royalgold.com52
	53ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

ProposalPROPOSAL 2

(5)	Payout value is based on a stock price of $92.84,$102.49, the closing price on the Nasdaq Global Select Market on June 29, 2018,28, 2019, and assuming 100% of the performance stock awards shown will vest based on the achievement of target performance objectives. Amounts indicated are not necessarily indicative of the amounts that may be realized by the NEO.
(6)	Stock options and SARs became exercisable on August 20, 2018.16, 2019.
(7)	One-halfTwo-third of these stock options and SARs became exercisable in equal parts on August 16,23, 2018, and 2019 the remaining halfone-third will vest on August 16, 2019.23, 2020. Amounts include 400762 stock options and 6,75316,285 SARs for Mr. Jensen; 400762 stock options and 2,5735,371 SARs for Mr. Heissenbuttel; 400762 stock options and 2,2034,998 SARs for Mr. Isto; and 400762 stock options and 2,0374,011 SARs for Mr. Kirchhoff.
(8)	One-third of these stock options and SARs became exercisable on August 23, 2018,21, 2019 and the remaining two-thirds will vest in equal parts on each of August 23, 201921, 2020 and 2020.2021. Amounts include 3811,286 stock options and 8,14226,724 SARs for Mr. Jensen; 381stock1,286 stock options and 2,6869,434 SARs for Mr. Heissenbuttel; 381stock1,286 stock options and 2,4997,974 SARs for Mr. Isto; and 381stock1,286 stock options and 2,0066,384 SARs for Mr. Kirchhoff. Mr. Breeze did not receive stock options.
(9)	The shares vested on August 27, 2018.26, 2019.
(10)	One-half of the shares vested on August 26, 2018.20,2019.
(11)	One-third of the shares vested on August 20, 2018;16, 2019; the remaining one-thirdtwo-thirds will vest in equal parts on each of August 20, 201916, 2020 and 2020.2021.
(12)	One-third of the shares will vest on each of August 16, 2019,23, 2020, 2021 and 2021.2022.
(13)	One-third of the shares will vest on each of August 23, 2020,202121, 2021, 2022 and 2022.2023.
(14)	Awards expiredwill expire on August 27, 2018, since21, 2023, if the vesting requirements wereare not met.
(15)	Awards will expire on August 21, 2021, if the vesting requirements are not met.
(16)	Awards will expire on August 20, 2020, if the vesting requirements are not met.
(16)(17)	Awards will expire on August 16, 2021, if the vesting requirements are not met.
(17)(18)	Awards will expire on August 16, 2019, if the vesting requirements are not met.
(18)(19)	Awards will expire on August 23, 2022, if the vesting requirements are not met.
(19)(20)	Awards will expire on August 23, 2020, if the vesting requirements are not met.
(20)(21)	One-halfThese SARs will vest and become exercisable in three equal parts beginning on January 2, 2020, 2021 and 2022.
(22)	One-third of thesethe shares will vest on each of January 2, 2022, 2023 and 2024.
(23)	Awards will expire on January 2, 2024, if the vesting requirements are not met.
(24)	Awards will expire on January 2, 2022, if the vesting requirements are not met.
(25)	These shares will vest on January 5, 2019 and 2020.

Fiscal Year2018 2019 Option Exercises and Stock Vested

This table provides information on option exercises and the vesting of shares of restricted stock or performance stock awards for each of the NEOs during fiscal year 2018.2019.

		Option Awards				Stock Awards				Option Awards				Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise(1) ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(2) ($)		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise(1) ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(2) ($)
Tony Jensen		48,785		2,626,324		31,374		2,756,982		35,736		2,109,457		17,914		1,397,920
Stefan Wenger		35,442		1,737,555		30,063		2,691,748
William Heissenbuttel		27,951		1,416,651		14,235		1,247,683						7,023		547,873
Dan Breeze
Mark Isto		—		—		3,881		340,033						4,471		350,955
Bruce C. Kirchhoff		19,455		947,668		13,608		1,192,870		16,187		839,885		6,315		492,863

(1)	Value realized upon exercise of option awards was computed by subtracting the closing price of the underlying Royal Gold common stock on the date of grant from the market price on the date of exercise and multiplying that number by the number of stock options exercised (or the calculated number of shares received upon a SARs exercise).
(2)	Value realized upon vesting of restricted stock and performance stock awards was computed by multiplying the closing price of the underlying Royal Gold common stock on the Nasdaq Global Select Market on the date that the restricted stock and performance stock awards vested, by the number of restricted stock and performance stock awards that vested.

www.royalgold.com

53

---

Table of Contents

PROPOSAL 2

Potential Payments Upon Termination or Change of Control

Other Employee Benefits

OTHER EMPLOYEE BENEFITS

The Company provides certain life, long-term disability, and other insurance benefits up to $300,000 to all of its employees. The Company also provides long-term disability coverage to all of its employees that provides for 60% of monthly salary protection up to $7,000 a month until age 65. Each of the NEOs shown below would be entitled to certain of these amountsbenefits upon termination for death or disability.

2018 Proxy Statement

54

---

Table of Contents

Proposal 2

The table below shows the estimated payments and benefits for each of our NEOs that would be provided as a result of termination or a Change of Control of the Company, as defined within each NEO’s employment agreement, as amended, and the 2004 LTIP and the 2015 LTIP, as applicable. Calculations for this table assume that the triggering event took place on June 30, 2018,2019, the last business day of our 20182019 fiscal year, except as noted. Calculations for combined amounts shown for awards under the Company’s 2004 LTIP and 2015 LTIP are based on the closing price of the Company’s common stock on the Nasdaq Global Select Market on June 29, 2018,28, 2019, which was $92.84.$102.49.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Name		Cash Compensation ($)		Value of Medical Insurance Continuation ($)		Combined Awards under the 2004 LTIP and the 2015 LTIP						Total ($)
						Restricted Stock ($)		Stock Options and SARs ($)		Performance Stock Awards ($)
Tony Jensen
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement		1,594,333		—		1,976,343		—		—		3,570,676
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control		3,985,833		18,509		3,833,536		—		3,405,486		11,243,365
William Heissenbuttel
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement		862,333		—		782,680		959,289		—		2,604,302
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control		1,319,000		25,222		1,495,637		959,289		1,286,198		5,085,346
Daniel Breeze(1)
Involuntary Termination or Voluntary Termination for Good Reason		29,167		—		20,087		—		—		49,253
Involuntary Termination or Voluntary Termination for Good Reason with Change of Control		751,500		—		122,988		—		122,988		997,476
Mark Isto
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement		732,667		—		670,877		464,726		—		1,868,270
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control		1,099,000		11,281		1,317,611		464,726		847,490		3,740,109
Bruce C. Kirchhoff
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement		727,667		—		659,464		129,533		—		1,516,664
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control		1,091,500		24,562		1,208,460		129,533		1,064,461		3,518,515

◇(1)	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLMr. Breeze’s Employment Agreement is of indefinite term, and termination for non-renewal is not possible.

		Cash Compensation ($)		Value of Medical Insurance Continuation ($)		Combined awards under the 2004 LTIP and the 2015 LTIP
Name						Restricted Stock ($)		Stock Options and SARs ($)		Performance Stock Awards ($)		Total ($)
Tony Jensen
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement		1,494,333		—		1,960,250		1,542,955		—		4,997,538
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control		3,735,833		27,891		3,791,214		1,542,955		3,447,799		12,545,692
Stefan Wenger*
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement		786,000		—		1,456,829		352,814		—		2,595,643
William Heissenbuttel
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement		873,333		—		764,744		449,145		—		2,087,222
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control		1,310,000		26,393		1,477,084		449,145		1,298,553		4,561,175
Mark Isto
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement		661,000		—		497,955		213,358		—		1,372,313
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control		991,500		10,180		1,137,476		213,358		630,198		2,982,712
Bruce C. Kirchhoff
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement		697,000		—		687,238		639,721		—		2,023,959
Involuntary Termination, Voluntary Termination for Good Reason or Company Non-Renewal of Employment Agreement with Change of Control		1,045,500		22,075		1,275,343		639,721		1,163,564		4,146,203

*	Amounts shown for Mr. Wenger represent cash compensation paid to Mr. Wenger, and the value of equity awards available to Mr. Wenger, in each case as of his separation from service to the Company on June 8, 2018.

www.royalgold.com54
	55ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

ProposalPROPOSAL 2

Other Compensation Matters

Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we provide the following information regarding the ratio of the annual total compensation of our President and CEO, Mr. Jensen, to the annual total compensation of our median compensation employee. For fiscal year 2018:2019:

●	Mr. Jensen’s annual total compensation for fiscal year 2019, as reported in the 2018 Summary Compensation Table on page 4948 of this proxy statement, was $3,905,910;$3,874,988;
●	Our median compensation employee’s annual total compensation was $431,560;$446,083; and
●	The ratio of Mr. Jensen’s annual total compensation to our median compensation employee’s annual total compensation was 9.1.8.7

We identified our median compensation employee by examining total cash compensation (salary and short-term cash incentive) paid for fiscal year 20182019 to all individuals, excluding Mr. Jensen, who were employedwereemployed by us on June 30, 2018,2019, the last day of our fiscal year. We examinedallexamined all of our U.S., Canadian and Swiss employees, other than Mr. Jensen. No assumptions, adjustments or estimates were made in respect of total cash compensation, except that we (a) annualized the compensation of any employee that was not employed with us for all of fiscal year 2018,2019, and (b) applied the average fiscal year 20182019 foreign exchange rate to Canadian Dollars and Swiss Francs paid to our Canadian and Swiss employees, respectively. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because all of our employees receive a salary and are eligible for short-term cash incentives, while fewer than all employees are eligible for annual equitylong-term incentive awards.

After identifying the median compensation employee, we determined the annual total compensation for such employee using the same methodology employed for Mr. Jensen and our NEOs as set forth in the 2018 Summary Compensation Table.

We believe the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

2018 Proxy Statement
56www.royalgold.com		55

---

Table of Contents

	PROPOSAL 3
3	RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS FOR 20192020
				The Board of Directors unanimously recommends a voteFORthe Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounts of the Company

The AF Committee and the Board of Directors seek stockholder ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, to audit the consolidated financial statements of the Company for the fiscal year ending June 30, 2019.2020.

The ratification of the appointment of Ernst & Young LLP is submitted to the stockholders because the AF Committee and the Board of Directors believe this to be good corporate practice. Should the stockholders fail to ratify this appointment, the AF Committee will reviewtake the matter.voting results under consideration.

Representatives of Ernst & Young LLP are expected to attend the Annual Meeting. They will have an opportunity to make a statement, if they so desire, and will have an opportunity to respond to appropriate questions from the stockholders.

Vote Required for Approval

The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to ratify the appointment of Ernst & Young LLP.

Independent Registered Public Accounting Firm Fees and Services

Fees for services rendered by Ernst & Young LLP for the fiscal years ended June 30, 20182019 and 20172018 are as follows:

●	Audit Fees. Audit fees paid to Ernst & Young LLP were $609,872$710,748 and $756,876$609,872 for the fiscal years ended June 30, 20182019 and 2017,2018, respectively. Included in this category are fees associated with the audits of the Company and certain foreign subsidiaries’ annual financial statements and review of the Company’s quarterly financial statements, issuance of consents and review of documents filed with the Securities and Exchange Commission. Audit fees also include fees associated with the audit of management’s assessment and operating effectiveness of the Sarbanes Oxley Act, Section 404, internal control reporting requirements.
●	Audit-Related Fees. There were no audit-related fees paid to Ernst & Young LLP for the fiscal years ended June 30, 20182019 and 2017.2018.
●	Tax Fees. Tax fees paid to Ernst & Young LLP for tax-related services were $283,566$177,680 and $246,745$283,566 for the fiscal years ended June 30, 20182019 and 2017,2018, respectively. Included in this category are fees associated with tax compliance, tax return preparation and certain tax consulting services provided to the Company. Of the total tax fees paid during fiscal year 2018, $156,0852019, $101,797 was paid for tax compliance and tax return preparation services, and $127,481$75,883 was paid for tax consulting services primarily for the Company’s subsidiaries.
●	All Other Fees. Other fees paid to Ernst & Young LLP for the fiscal years ended June 30, 2019 and 2018 were $19,712 and 2017 were $20,261, and $30,517, respectively. Included in this category are fees associated with the ongoing servicing of the Company’s global mobility policies.

www.royalgold.com

57

---

Table of Contents

Proposal 3

Pre-Approval Policies and Procedures

The AF Committee adopted a policy that requiresrequiring advance approval for all audit, audit-related, tax services, and other services performed by the independent registered public accounting firm. The policy provides for pre-approval by the AF Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit and Finance Committee must approve the permitted service before the independent auditor is engaged to perform such service. The AF Committee delegated to the Chairman of the AF Committee authority to approve certain permitted services, provided that the Chairman reports any such decisions to the AF Committee at its next scheduled meeting. The AF Committee pre-approved all of the services described above for the Company’s 20182019 fiscal year.

56

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

PROPOSAL 3

Audit and Finance Committee Report

The Audit and Finance Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended June 30, 2018,2019, and the Company’s reporting processes, including internal controlcontrols over financial reporting, with the Company’s management. The Audit and Finance Committee has discussed with Ernst & Young LLP, the Company’s independent registered public accountants for fiscal year 2018,2019, the matters required to be discussed by the applicable Public Company Accounting Oversight Board standards. The Audit and Finance Committee also has also received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding its communications with the Company’s Audit and Finance Committee concerningCommitteeconcerning independence and the Audit and Finance Committee has discussed the independence of Ernst & Young LLP with the Company.

Based on the review and discussions with the Company’s auditors and our management, the Audit and Finance Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018,2019 for filing with the United States Securities and Exchange Commission.

This Report has been submitted by the following Independent Directors, who comprise the Audit and Finance Committee of the Board of Directors:

William Hayes, Chairman	●	Jamie C. Sokalsky	●	Christopher M.T. Thompson

2018 Proxy Statement
58William Hayes, Chairman		Jamie C. Sokalsky		Christopher M.T. Thompson

www.royalgold.com

57

---

Table of Contents

STOCK OWNERSHIP INFORMATION

Security Ownership of Certain Beneficial Owners and Management

The following table shows the beneficial ownership, as of September 17, 2018,23, 2019, of the Company’s common stock by each Director, each of the Company’s NEOs, persons known to the Company, based upon the Company’s review of documents filed with the SEC with respect to the ownership of the Company’s common stock, to be the beneficial owner of more than 5% of the issued and outstanding shares of common stock, and by all of the Company’s Directors and executive officers as a group.group, and beneficial owners of more than 5% of the Company’s Common Stock, who are knownto us based upon our review of documents filed with the SEC. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percent of Class
Tony A. Jensen President, Chief Executive Officer and Director	259,280	(1)	*
William M. Hayes Chairman of the Board	24,639		*
C. Kevin McArthur Director	14,614	(2)	*
Jamie C. Sokalsky Director	10,970	(2)	*
Christopher M.T. Thompson Director	41,114	(3)	*
Ronald J. Vance Director	13,964	(2)	*
Sybil E. Veenman Director	4,800	(2)	*
Stefan L. Wenger Former Chief Financial Officer and Treasurer	10,380		*
William H. Heissenbuttel Chief Financial Officer and Vice President Strategy	98,597	(4)	*
Mark Isto Vice President Operations	35,977	(5)	*
Bruce C. Kirchhoff Vice President, General Counsel and Secretary	85,708	(6)	*
All Directors and Executive Officers as a Group including those named above (11 persons)	623,027	(8)	*
Capital World Investors (U.S.) 333 South Hope Street, 55thFloor Los Angeles, CA 90071	8,017,500	(9)	12.24	%
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355	6,286,051	(10)	9.60	%
BlackRock Fund Advisors 55 East 52ndStreet New York, New York 10055	5,224,339	(11)	7.97	%
Van Eck Associates Corporation 666 Third Avenue – 9thFloor New York, New York 10017	3,830,976	(12)	5.85	%
First Eagle Investment Management, LLC 1345 Avenue of the Americas New York, New York 10105	3,436,142	(13)	5.25	%

Name of Beneficial Owner		Number of Shares of Common Stock Beneficially Owned			Percent of Class
Tony A. Jensen		41,771	(1)		*
President, Chief Executive Officer and Director
William M. Hayes		7,656			*
Chairman of the Board
C. Kevin McArthur		16,000	(2)		*
Director
Jamie C. Sokalsky		14,356	(2)		*
Director
Christopher M.T. Thompson		42,500	(3)		*
Director
Ronald J. Vance		12,920	(2)		*
Director
Sybil E. Veenman		6,686	(2)		*
Director
William H. Heissenbuttel		110,037	(4)		*
Chief Financial Officer and Vice President Strategy
Dan Breeze		2,970	(5)
Vice President, Corporate Development, RGLD Gold AG
Mark Isto		27,535	(6)		*
Vice President Operations, Royal Gold Corporation
Bruce C. Kirchhoff		58,090	(7)		*
Vice President, General Counsel and Secretary
All Directors and Executive Officers as a Group including those		340,521	(8)		*
named above (11 persons)
Capital World Investors (U.S.)		8,026,591	(9)		12.24	%
333 South Hope Street, 55thFloor Los Angeles, CA 90071
The Vanguard Group, Inc.		7,230,223	(10)		11.01	%
100 Vanguard Boulevard Malvern, PA 19355
BlackRock Fund Advisors		6,692,212			8.52	%
55 East 52ndStreet New York, New York 10055
Van Eck Associates Corporation		4,263,844			6.50	%
666 Third Avenue – 9thFloor New York, New York 10017

*	Less than 1% ownership of the Company’s common stock.
(1)	Includes 37,40427,032 shares of restricted stock, 101,766 Stock Appreciation Rights (“SARs”) and options to purchase 4,980 shares of common stock that were exercisable as of September 17, 2018, or which become exercisable within 60 days from such date.stock.

www.royalgold.com58
	59ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

STOCK OWNERSHIP INFORMATION

(2)	Includes 2,7855,186 shares of restricted stock for Messrs. McArthur and Vance and 5,186 shares of restricted stock units for Ms. Veenman and Mr. Sokalsky, vesting of which shares or units is deferred until the Director’s separation from service to the Company,or separation within 12 months of a change in control, in accordance with the terms and conditions of the Company’s DeferredCompensationDeferred Compensation Plan for Non-Employee Directors adopted July 15, 2017.
(3)	Includes 1,015 shares of2,723 restricted stock units, vesting of which sharesunits is deferred until the Director’s separation from service to theCompany,the Company, or separation within 12 months of a change in control, in accordance with the terms and conditions of the Company’sDeferredCompany’s Deferred Compensation Plan for Non-Employee Directors adopted July 15, 2017.
(4)	Includes 14,5939,587 shares of restricted stock, and 23,4513,350 restricted stock units, 31,854 SARs, and options to purchase 2,9494,159 shares of common stock that were exercisableasexercisable as of September 17, 2018,23, 2019, or which become exercisable within 60 days from such date.
(5)	Includes 13,3652,970 restricted stock units.
(6)	Includes 4,340 shares of restricted stock, and 11,120 SARs8,230 restricted stock units, and options to purchase 4,0865,296 shares of common stock that were exercisableasexercisable as of September 17, 2018, or which become exercisable within 60 days from such date.
(6)	Includes 11,791 shares of restricted stock and 33,914 SARs and options to purchase 6,446 shares of common stock that were exercisableas of September 17, 2018,23, 2019, or which become exercisable within 60 days from such date.
(7)	Includes 10,2389,893 shares of restricted stock, and 8,69312,249 SARs, and options to purchase 2,6502,391 shares of common stock that were exercisableasexercisable as of September 17,2018,23, 2019, or which become exercisable within 60 days from such date.
(8)	Includes 101,31664,640 shares of restricted stock, and 178,94424,922 restricted stock units, 44,103 SARs, and options to purchase 21,11111,846 shares of common stock that wereexercisablewere exercisable as of September 17,2018,23, 2019, or which become exercisable within 60 days from such date.
(9)	As reported by Capital World Investors on Form 13F filed with the SEC on August 14, 2018.2019. As of June 30, 2018,2019, Capital World Investorshas soleInvestors has shared dispositive power and sole voting authority over 4,158,0008,026,591 shares of common stock.
(10)	As reported by The Vanguard Group on Form 13F filed with the SEC on August 24, 2018.14, 2019. As of June 30, 2018,2019, the Vanguard Group hassolehas sole dispositive power over 6,259,845 and7,192,065 shares of common stock, shared dispositive power over 37,86038,158 shares of common stock, and sole voting authority over33,141over 34,587 and shared voting authority over 11,654 shares of common stock.
(11)	As reported by BlackRock, Inc. on Form 13F filed with the SEC on August 9, 2018.22, 2019. As of June 30, 2018,2019, BlackRock has sole dispositivepowerdispositive power over 5,224,3396,692,212 shares of common stock, and sole voting authority over 4,953,6336,421,804 shares of common stock.
(12)	As reported by Van Eck Associates Corporation on Form 13F filed with the SEC on August 13, 2018.7, 2019. As of June 30, 2018,2019, Van EckAssociatesEck Associates Corporation has sole dispositive power and sole voting authority over 3,830,976 shares of common stock.
(13)	As reported by First Eagle Investment Management, LLC on Form F filed with the SEC on August 13, 2018. As of June 30, 2018, FirstEagle Investment Management, LLC has sole dispositive power over 3,436,142 shares of common stock and sole voting authority over3,334,4134,263,844 shares of common stock.

Section 16(a) Beneficial Ownership Reporting ComplianceEquity Compensation Plan Information

Section 16(a)The following table sets forth information concerning shares of the Exchange Act requires the Company’s officerscommon stock that are authorized and Directors, and persons who own more than 10% of a registered class ofavailable for issuance under the Company’s equity securities, to file reportscompensation plans as of ownership and changes in ownership in the Company’s equity securities to the Securities and Exchange Commission. Officers, Directors and greater than 10% stockholders are required by the regulations of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) reports they file.June 30, 2019.

Based solely on its review of copies of such reports received and written representations from such persons that no other reports were required for those persons, the Company believes that all filing requirements applicable to its officers, Directors and greater than 10% stockholders were timely met for fiscal year 2018 except for (i) a Form 4 filing for Mr. Jensen relating to exercise of stock options, restricted stock and stock appreciation rights that was due on August 18, 2017 that was filed on August 25, 2017, and (ii) a Form 4 filing for Mr. Wenger relating to a sale pursuant to a Rule 10b5-1 plan that was due on July 14, 2017 that was filed on July 17, 2017.

Plan Category		Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (US$)(b)				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by stockholders(1)		372,919	(2)		$	77.56	(3)		2,372,748
Equity compensation plans not approved by stockholders(4)		—				—			—
Total		372,919			$	77.56			2,372,748

2018 Proxy Statement(1)	Represents the Company’s 2004 Omnibus Long-Term Incentive Plan and the Company’s 2015 Omnibus Long-Term Incentive Plan.
(2)	Includes 155,022 shares of common stock issuable upon the vesting of performance stock awards that vest upon the achievement of maximum performance objectives within the contractual life of the respective performance stock award.
(3)	Weighted-average exercise price does not take into account shares of common stock issuable upon vesting of performance stock awards, which do not have exercise prices.
(4)	The Company does not maintain equity compensation plans that have not been approved by its stockholders.

60www.royalgold.com

59

---

Table of Contents

OTHER INFORMATION

Other Business

The Board of Directors knows of no other matters to be brought before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is the intention of each person named in the proxy to vote such proxy in accordance with his own judgment on such matters.

Stockholder Proposals for the 2020 Annual Meeting

		Proposals to includeInclude in proxy*Proxy*		Other proposals/nomineesProposals/Nominees to be presented Presented at the annual meeting*Annual Meeting**
Deadline for proposal to be received by the Company		Close of business onOn or before June 5, 20199, 2020 (120 calendar days prior to anniversary of this year’s mailing date)		Between July 17, 201923, 2020 and close of business on August 16, 201922, 2020 (not less than 90 nor more than 120 calendar days prior to the first anniversary of this year’s annual meeting)***
What to include in the proposal		Information required by SEC rules		Information required by our by-laws
Where to send the proposal		By mail to the Company’s principal executive office, directed to: Bruce C. Kirchhoff, Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, CO 80202

*	Proposals must satisfy SEC requirements, including Rule 14a-8.
**	Proposals not submitted pursuant to SEC Rule 14a-8 and any director nominees must satisfy the Company’s by-lawBylaw requirements, which are available on our website.
***	If the number of Directors to be elected at the 20192020 Annual Meeting is increased and there is no public announcement by the CompanyspecifyingCompany specifying the size of the increased Board at least 100 days before November 14, 201920, 2020 (which is the first anniversary of the 2018 AnnualMeeting)2019 Annual Meeting), the stockholder’s notice with respect to nominees for any new positions created by such increase must be received not laterthanlater than the close of business on the 10th day following the day on which such public announcement is first made by the Company.

Annual Report on Form 10-K

Upon the written request of any record holder or beneficial owner of common stock entitled to vote at the Annual Meeting, the Company will provide, without charge, a copy of its Annual Report on Form 10-K including financial statements and any required financial statement schedules, as filed with the Securities and Exchange Commission forCommissionfor the fiscal year ended June 30, 2018.2019. Requests for a copy of the Annual Report should be mailed, faxed, or sent via e-mail to Bruce C. Kirchhoff, Vice President, General Counsel and Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202-1132, 303-595-9385 (fax), or bkirchhoff@royalgold.com.

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials and the Annual Report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials and the Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents.corporatesecretary@royalgold.com.

Stockholders Entitled to Vote as of Record Date

This Proxy Statementproxy statement is furnished to holders of Royal Gold, Inc. common stock, par value $0.01 per share (“common stock”), in connection with the solicitation of proxies on behalf of the Board of Directors of Royal Gold, Inc. to be voted at the 20182019 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Wednesday,

www.royalgold.com

61

---

Table of Contents

OTHER INFORMATION

November 14, 2018,20, 2019, at 9:00 a.m. MST. Stockholders of record holding shares of the Company’s common stock at the close of business on September 17, 201823, 2019 (the “Record Date”) are eligible to vote at the Annual Meeting and at all postponements and adjournments thereof. There were 65,510,70765,591,907 shares outstanding on the Record Date.

Internet Availability of Proxy Materials

We utilizeuse the Securities and Exchange Commission (the “SEC”)SEC rules allowingthat allow us to furnish proxy materials through a “notice and access” model via the Internet.internet. On or about October 1, 2018,7, 2019, we will furnish a Notice“Notice of Internet AvailabilityAvailability” to our stockholders of record containing instructions on how to access theaccessthe proxy materials and to vote. In addition, instructions on how to request a printed copy of these materials may be found in the Notice. For more information on voting your stock, please see“Voting Your Shares”Shares”below.

60

ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

OTHER INFORMATION

Voting your Shares

Each share of Royal Gold common stock that you own as of the record date entitles you to one vote. If you are a stockholder of record, your proxy card shows the number of shares of Royal Gold common stock that you own. If your stock is held in the name of your broker, bank, or another nominee (a “Nominee”), the Nominee holding your stock willshould send you a voting instruction form. You may elect to vote in one of three methods:

●	By Phone or Internetinternet - - You may vote your shares by following the instructions on your notice card, proxy card, or voting instruction form. If you vote by telephone or via the Internet,internet, you do not need to return your proxy card.
●	By Mail - - If this proxy statement was mailed to you, or if you requested that a proxy statement be mailed to you, you may vote your shares by signing and returning the enclosed proxy card or voting instruction form. If you vote by proxy card, your “proxy” (each or any of the individuals named on the proxy card) will vote your shares as you instruct on the proxy card. If you vote by voting instruction form, the Nominee holding your stock will vote your shares as you instruct on the voting instruction form. If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board of Directors: (1) “FOR” the election of Directors as described herein under “Proposal 1 - Election of Directors;” (2) “FOR” a non-binding advisory vote on the compensation of the Named Executive Officers described herein under “Proposal 2 – Advisory Vote on Compensation of Named Executive Officers;” and (3) “FOR” ratification of the appointment of the Company’s independent registered public accountants described herein under “Proposal 3 - Ratification of Appointment of the Independent Auditors for 2019.2020.”
●	In Person - - You may attend the Annual Meeting and vote in person. Aperson, and a ballot will be provided if you wish. If your stock is held in the name of a Nominee, you must present a proxy from that Nominee in order to verify that the Nominee has not voted your shares on your behalf.

Revocation of Proxy or Voting Instruction Form

If you are a holder of common stock, youYou may revoke your proxy at any time before the proxy is voted at the Annual Meeting. This can be done by submitting another properly completed proxy card with a later date, sending a written notice of revocation to the Vice President, General Counsel and Secretary of the Company with a later date, or by attending the Annual Meeting and voting in person. You should be aware, however, that simply attending the Annual Meeting will not automatically revoke your previously submitted proxy; rather, you must notify a Company representative at the Annual Meeting of your desire to revoke your proxy and then vote in person. Written notice revoking a proxy should be sent to the Vice President, General Counsel and Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202.

Quorum and Votes Required to Approve Proposals

A majority of the outstanding shares of the Company’s common stock entitled to vote, represented in person or by proxy, will constitute a quorum at a meeting of the stockholders. Abstentions and “broker non-votes” will be counted as being present in person for purposes of determining whether there is a quorum. A “broker non-vote” occurs when a Nominee holding shares for a beneficial owner does not vote those shares on a proposal because the Nominee does not have discretionary voting authority and has not received voting instructions from the beneficial owner with respect to that proposal.

2018 Proxy Statement

62

---

Table of Contents

OTHER INFORMATION

Cumulative voting is not permitted for the election of Directors. Under Delaware law, holders of common stock are not entitled to appraisal or dissenters’ rights with respect to the matters to be considered at the Annual Meeting.

Proposal			Vote Required to Approve Proposals at a Meeting at Which a Quorum Is Present		Broker Non-Votes		Abstentions
#1 1	Election of Class I II Director Nominees		The affirmative vote of a majority of the votes cast shall be the act of the stockholders.		No impact on Proposal 1.		Will have the same effect as a vote against for No impact on Proposals 1, 2 andor 3.
#2 2	Advisory Vote on Executive Compensation		The affirmative vote of a majority of the votes cast shall be the act of the stockholders. However, as discussed in further detail in Proposal 2, this proposal is advisory in nature.		No impact on Proposal 2.
#3 3	Ratification of Auditors		The affirmative vote of a majority of the votes cast shall be the act of the stockholders.		Nominee hasNominees have the discretion to vote FOR Proposal 3. There will be no broker non-votes.

www.royalgold.com

61

---

Table of Contents

OTHER INFORMATION

Tabulation of Votes

Votes at the Annual Meeting will be tabulated and certified by Broadridge Financial Solutions, Inc.

Solicitation Costs

In addition to solicitation of proxies by mail or by electronic data transfers, the Company’s Directors, officers or employees, without additional compensation, may make solicitations by telephone, facsimile, or personal interview. The Company engaged Saratoga Proxy Consulting LLC, 520 8^thAvenue, New York, NY 10018, to assistwith the solicitation of proxies for a fee of $15,000, plus expenses. All costs of the solicitation of proxies will be borne by the Company. The Company will also reimburse the banks and brokers for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of shares of common stock.

Eliminating Duplicate Mailings

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials and the Annual Report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders whoparticipate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials and the Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents.

To receive a separate copy of the Notice and, if applicable, these proxy materials or the Annual Report, or to receive a separate copy of our proxy materials in the future, stockholders may contact us at the following address:

Bruce C. Kirchhoff
Vice President, General Counsel and Secretary
Royal Gold, Inc.
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202-1132
303-595-9385 (fax)
bkirchhoff@royalgold.comcorporatesecretary@royalgold.com

Stockholders who hold shares in street name (as described under the heading ““Voting Your Shares,”above) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

* * * * * * * * * * * * * *

	BY ORDER OF THE BOARD OF DIRECTORS
	Bruce C. Kirchhoff Vice President, General Counsel and Secretary

Denver, Colorado
October 1, 20187, 2019

www.royalgold.com62
	63ROYAL GOLD, INC. | 2019 PROXY STATEMENT

---

Table of Contents

*** Exercise YourRightto Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held onNovember 14, 2018

ROYAL GOLD, INC.

ROYAL GOLD, INC.
1660 WYNKOOP ST., SUITE 1000
DENVER, CO 80202-1132

Meeting Information

Meeting Type:Annual Meeting

For holders as of:September 17, 2018

Date:November 14, 2018     Time:9:00 AM MST

Location:	Ritz-Carlton Hotel
	1881 Curtis Street
	Denver, Colorado 80202

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

---

Table of Contents

— Before You Vote —
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. Notice of Annual Meeting and Proxy Statement          2. Annual Report

How to View Online:

Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit:www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

	1)BY INTERNET:		www.proxyvote.com
	2)BY TELEPHONE:		1-800-579-1639
	3)BY E-MAIL*:		sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before October 31, 2018 to facilitate timely delivery.

— How To Vote —
Please Choose One of the Following Voting Methods

Vote In Person:Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote theseshares.

Vote By Internet:To vote now by Internet,go towww.proxyvote.com.Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX available and follow the instructions.

Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

---

Table of Contents

Voting items

The Board of Directors recommends you vote FOR the following:

1.	Election of Directors
	Nominees
1a.	Tony Jensen
1b.	Jamie C. Sokalsky

The Board of Directors recommends you vote FOR proposals 2 and 3.

2.	The approval, on an advisory basis, of the compensation of the named executive officers.
3.	The ratification of the appointment of Ernst & Young LLP as independent registered public accountants of the Company for the fiscal year ending June 30, 2019.

NOTE:In their discretion, the Proxies are also authorized to vote all of the shares of the undersigned upon such other business as may properly come before the Meeting. Management and Directors are not currently aware of any other matters to be presented at the Meeting.

---

Table of Contents

---

Table of Contents

ROYAL GOLD, INC.
1660 WYNKOOP ST., SUITE 1000
DENVER, CO 80202-1132

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on 11/19/2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on 11/19/2019. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board of Directors recommends you vote FOR the following:

1.	Election of Directors
	Nominees
			For		Against		Abstain
1a.	Tony JensenWilliam M. Hayes		☐		☐		☐
1b.	Jamie C. SokalskyRonald J. Vance		☐		☐		☐

The Board of Directors recommends you vote FOR proposals 2 and 3.			For		Against		Abstain
2.	The approval, on an advisory basis, of the compensation of the named executive officers.Named Executive Officers.		☐		☐		☐
3.	The ratification of the appointment of Ernst & Young LLP as independent registered public accountants of the Company for the fiscal year ending June 30, 2019.2020.		☐		☐		☐
NOTE:In their discretion, the Proxies are also authorized to vote all of the shares of the undersigned upon such other business as may properly come before the Meeting. Management and Directors are not currently aware of any other matters to be presented at the Meeting.

For address change/comments, mark here.						☐
(see reverse for instructions)		Yes		No
Please indicate if you plan to attend this meeting		☐		☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)	Date

---

Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice of Annual Meeting and Proxy Statement, Annual Report is/are available at www.proxyvote.com

ROYAL GOLD, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS

The undersigned hereby appoints Bruce C. Kirchhoff and William M. Hayes, or either of them, as attorneys, agents and proxies each with full power of substitution to vote, as designated below, all the shares of Common Stock of Royal Gold, Inc. held of record by the undersigned on September 17, 2018,23, 2019, at the Annual Meeting of Stockholders of Royal Gold, Inc. (the "Meeting") which will be held on November 14, 2018,20, 2019, at the Ritz-CarltonKimpton Hotel 1881 CurtisBorn, 1600 Wewatta Street, Denver, Colorado 80202, at 9:00 a.m., Mountain Standard Time, or at any postponement or adjournment thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE DIRECTOR NOMINEES AND “FOR” PROPOSALS 2 AND 3.

The undersigned acknowledges receipt of this Proxy and a copy of the Notice of Annual Meeting and Proxy Statement, dated October 1, 2018.7, 2019.

	Address change/comments:
	(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

---