Table of Contents

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

You are cordially invited to attend our 2015 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, we will ask you to vote on:

1.              The election of the three Class I Director nominees identified in the accompanying proxy statement;

2.              The ratification of the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending June 30, 2016;

3.              The approval, on an advisory basis, of the compensation of the named executive officers;

4.              The approval of the Royal Gold, Inc. 2015 Omnibus Long-Term Incentive Plan (the “2015 LTIP”); and

5.              The transaction of such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.

Our board of directors has fixed the close of business on September 14, 2015 as the record date for determining the stockholders entitled to notice of and to vote at our Annual Meeting.  Thus, you are eligible to vote at the Annual Meeting and any postponements or adjournments of the meeting if you are a holder of Royal Gold’s common stock at the close of business on September 14, 2015.

We are mailing our Notice of Internet Availability of Proxy Materials to stockholders on or about October 1, 2015, containing instructions on how to access our proxy materials online. We are also mailing a full set of our proxy materials to stockholders who previously requested paper copies of the materials.  (Please see page 2 of the proxy statement for more information on how these materials will be distributed.)  Our proxy materials can also be viewed on our Company website at www.royalgold.com under “Investors — Financial Reporting — SEC Filings.”

BY ORDER OF THE BOARD OF DIRECTORS

Bruce C. Kirchhoff

Vice President, General Counsel and Secretary

October 1, 2015

ANNUAL MEETING INFORMATION

YOUR VOTE IS IMPORTANT!

It is important that your shares are represented and voted at the Annual Meeting. For that reason, whether or not you expect to attend in person, please vote your shares as promptly as possible by telephone or by Internet, or by signing, dating and returning the proxy card mailed to you if you received a paper copy of this proxy statement.

Attendance at the Annual Meeting

On the day of the Annual Meeting, you will be asked to sign in with a valid picture identification such as a driver’s license or passport.  Registration and seating will begin at 8:30 a.m. and the meeting will begin at 9:00 a.m. MST.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on November 11, 2015

Our Notice of Annual Meeting, Proxy Statement and related exhibits, Annual Report including our Form 10-K, electronic proxy card and any other Annual Meeting materials are available on the Internet at www.proxyvote.com together with any amendments to any of these documents.

Voting Deadlines

Holders of Royal Gold’s common stock are entitled to vote in person at the Annual Meeting and any postponements or adjournments of the meeting.

Royal Gold Common Stock:  Proxies voted by mail, telephone or Internet must be received by 11:59 p.m. (Eastern Standard Time) on November 10, 2015.

Please see “Voting Your Shares” in the proxy statement for more detailed information.

Table of Contents

TABLE OF CONTENTS

Table of Contents

Table of Contents

This summary highlights information contained elsewhere in this proxy statement.  This summary does not contain all of the information that you should consider and you should read the entire proxy statement before voting.  For more complete information regarding the Company’s 2015 performance, please review the Company’s Annual Report on Form 10-K.

MEETING AGENDA AND VOTING MATTERS

DIRECTOR NOMINEES (page 7)

Stockholders are asked to elect three Class I Directors, each of whom will serve until the 2018 Annual Meeting, or until his successor is elected and qualified.

i

Table of Contents

2015 COMPANY PERFORMANCE HIGHLIGHTS

The following summarizes our financial performance and other significant achievements during fiscal year 2015:

·                  We achieved one-year total shareholder return (“TSR”) near the top of our self-selected peer group;

·                  We achieved record volume of nearly 200,000 net gold equivalent ounces of production, and revenue increased 17% despite declining gold prices.  We reported record net volume growth as Mount Milligan continued to ramp up and Peñasquito delivered excellent operating results;

·                  We delivered record operating cash flow of $192.1 million, an increase of 31% over the prior year;

·                  We ended fiscal 2015 financially robust with over $1.4 billion in liquidity in working capital, including a $650 million undrawn credit facility that was expanded from $450 million in early 2015;

·                  We returned over $56 million to stockholders in the form of dividends, which equates to approximately 29% of operating cash flow, our 14th consecutive year of increasing dividends;

·                  We announced a gold stream transaction with Golden Star Resources, and acquired a gold stream on Euromax Resources’ Ilovica project in Macedonia;

·                  We entered into a joint venture for exploration and advancement of the Tetlin gold project located near Tok, Alaska; and

·                  We laid the groundwork for three significant transactions to occur in early fiscal 2016.

GOVERNANCE HIGHLIGHTS

We are committed to strong and sustainable corporate governance which protects and promotes long-term stockholder value.  Highlights of our corporate governance program include:

·                  Separate Chief Executive Officer and Chairman of the Board;

·                  Seven of eight directors are independent, including all members of the Audit and Finance Committee and the Compensation, Nominating and Governance Committee;

·                  All Audit and Finance Committee members determined to be Audit Committee Financial Experts;

·                  Significant Board refreshment over past two years; average director tenure is less than 4.5 years;

·                  Thorough orientation program for new directors;

·                  Independent directors meet without management present;

·                  Annual Board and Committee self-evaluations;

·                  Significant director and executive officer stockholding requirements;

·                  Board Governance Guidelines, Committee Charters and Code of Business Ethics and Conduct;

·                  Board oversight of Enterprise Risk Management Program;

·                  Majority voting in uncontested director elections;

·                  Active stockholder engagement;

ii

Table of Contents

·                  Strong link between executive officer compensation and Company performance;

·                  Annual advisory say on pay vote;

·                  No stock option re-pricing without stockholder approval;

·                  Anti-hedging and anti-pledging policies;

·                  No perquisites and no excise tax gross-ups for executive officers; and

·                  The Company’s 2015 Omnibus Long-Term Incentive Plan, submitted to stockholders for approval at the Annual Meeting, includes the following provisions:

·                  a minimum one-year vesting period for all equity awards (except for Director compensation and other circumstances in the discretion of the Compensation, Nominating and Governance Committee);

·                  a limit of $500,000 on the fair market value of shares that may be granted in a calendar year to a non-employee director; and

·                  prohibition of liberal share recycling.

BOARD OF DIRECTORS (page 11)

The characteristics of our Board reflect the following attributes:

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (page 18)

Stockholders are asked to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2016.  Below is a summary of fees paid to Ernst & Young in fiscal year 2015.

COMPENSATION HIGHLIGHTS (page 21)

Our compensation program is highly correlated to Company performance and emphasizes long-term compensation incentives over cash compensation.  Our compensation program is designed to:

·                  Attract and retain the highest caliber personnel on a long-term basis;

·                  Link rewards to sustainable business results;

·                  Emphasize creation of long-term stockholder value and achievement of strategic objectives;

·                  Discourage excessive risk-taking; and

·                  Encourage creativity and innovation.

Our Compensation, Nominating and Governance Committee utilized the following design elements when determining fiscal year 2015 executive compensation:

·            Over 70% of total direct compensation, comprised of base salary, annual cash bonus and long-term equity incentives, is performance-based and not guaranteed;

·            Short-term incentives are tied to specific business goals;

·            Long-term incentives are aligned with stockholder interests and vest over a multi-year period; and

·            We benchmark our executives’ compensation against peers in our industry that are similar to our business model, market capitalization, EBITDA and correlation to gold.

iii

Table of Contents

2015 NEO COMPENSATION SUMMARY (page 35)

Stockholders are asked to approve, on an advisory basis, the compensation of our Named Executive Officers (“NEOs”).  The following table summarizes the total potential compensation package for fiscal year 2015 for each NEO.

(1)   Mr. Jensen’s fiscal year 2015 bonus included an amount reflecting special recognition of his exceptional business development efforts during fiscal year 2015, which led to execution of three significant transactions in the first several weeks of fiscal year 2016.  For further information, see “Actual Incentive Bonus Awards” on page 29.

(2)   Mr. Zisch terminated his employment with the Company effective December 9, 2014, at which time his Stock and Option Awards did not vest and were forfeited.

IMPORTANT DATES FOR 2016 ANNUAL MEETING OF STOCKHOLDERS (page 51)

Stockholder proposals submitted for inclusion in our 2016 proxy statement pursuant to SEC Rule 14a-8 must be received by us by June 3, 2016.

Notice of stockholder proposals to be raised from the floor at the 2016 Annual Meeting of Stockholders outside of SEC Rule 14a-8 must be received by us between July 15, 2016 and August 15, 2016.

iv

Table of Contents

ROYAL GOLD, INC.
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202

PROXY STATEMENT

2015 ANNUAL MEETING OF STOCKHOLDERS

STOCKHOLDERS ENTITLED TO VOTE

This Proxy Statement is furnished to holders of Royal Gold, Inc. common stock (“common stock”), in connection with the solicitation of proxies on behalf of the Board of Directors of Royal Gold, Inc. (the “Company” or “Royal Gold”) to be voted at the 2015 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Wednesday, November 11, 2015, at 9:00 a.m. MST.  Stockholders of record holding shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at the close of business on September 14, 2015 (the “Record Date”), are eligible to vote at the Annual Meeting and at all postponements and adjournments thereof.  There were 65,260,149 shares outstanding on the Record Date.

INTERNET AVAILABILITY OF PROXY MATERIALS

We utilize the Securities and Exchange Commission (the “SEC”) rules allowing us to furnish proxy materials through a “notice and access” model via the Internet.  On or about October 1, 2015, we will furnish a Notice of Internet Availability to our stockholders of record containing instructions on how to access the 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” below.

VOTING YOUR SHARES

Each share of Royal Gold common stock that you own 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 will send you a voting instruction form.  You may elect to vote in one of three methods:

·            By Phone or Internet - 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, you do not need to return your proxy card.

·            By Mail - If this proxy statement was mailed to you, or if you requested 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” ratification of the appointment of the Company’s independent registered public accountants described herein under “Proposal 2 - Ratification of Appointment of Independent Registered Public Accountants;” (3) “FOR” a non-binding advisory vote on the compensation of the Named Executive Officers described herein under “Proposal 3 — Advisory Vote on Compensation of Named Executive Officers;” and (4) “FOR” the Company’s 2015 Omnibus Long-Term Incentive Plan as described herein under “Proposal 4 — Approval of Royal Gold, Inc.’s 2015 Omnibus Long-Term Incentive Plan.”

·            In Person - You may attend the Annual Meeting and vote in person.  We will give you a ballot when you arrive.  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.

Table of Contents

REVOCATION OF PROXY OR VOTING INSTRUCTION FORM

If you are a holder of common stock, you may revoke your proxy at any time before the proxy is voted at the Annual Meeting.  This can be done by either 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 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 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.

With respect to Proposal 1, in an uncontested election of Directors, the election of a Director nominee will require an affirmative vote of the majority of the votes cast with respect to that Director nominee at a meeting at which a quorum is present.  This means that the number of votes cast “FOR” a Director nominee must exceed the number of votes cast “AGAINST” that Director nominee in order for a Director to be elected at the Annual Meeting.  The Election of Directors is a “non-discretionary” item.  Therefore, if you hold your Royal Gold common stock through a Nominee and you do not instruct your Nominee how to vote with respect to the election of Directors, your Nominee cannot vote your shares on this proposal.  Abstentions and “broker non-votes” will not be counted as votes “FOR” or “AGAINST” this proposal.

With respect to Proposal 2, the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present shall be the act of the stockholders.  Abstentions and “broker non-votes” will have no effect on the outcome of Proposal 2.

With respect to Proposal 3, the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present shall be the act of the stockholders.  However, as discussed in further detail in Proposal 3, this proposal is advisory in nature.  Abstentions and “broker non-votes” will have no effect on the outcome of Proposal 3.

With respect to Proposal 4, the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present shall be the act of the stockholders.  Abstentions and “broker non-votes” will have no effect on the outcome of Proposal 4.

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.

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 Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902, to assist with 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.

2

Table of Contents

The following table shows the beneficial ownership, as of September 15, 2015, of the Com  pany’s common stock by each Director, the Company’s NEOs (see “Compensation Discussion and Analysis” on page 21), 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.  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.

* Less than 1% ownership of the Company’s common stock.

(1)         Includes 36,526 shares of restricted stock, 96,182 Stock Appreciation Rights (“SARs”) and options to purchase 5,311 shares of common stock that were exercisable as of September 15, 2015, or which become exercisable within 60 days from such date.

(2)         Includes 1,620 shares of restricted stock.

3

Table of Contents

(3)         Includes 1,620 shares of restricted stock.

(4)         Includes 1,620 shares of restricted stock.

(5)         Includes 1,620 shares of restricted stock.

(6)         Includes 1,620 shares of restricted stock.

(7)         Includes 1,620 shares of restricted stock.

(8)         Includes 1,620 shares of restricted stock.

(9)         Includes 26,152 shares of restricted stock, and 28,486 SARs and options to purchase 4,279 shares of common stock that were exercisable as of September 15, 2015, or which become exercisable within 60 days from such date.

(10)  Includes 9,215 shares of restricted stock, and 2,891 SARs and options to purchase 1,759 shares of common stock that were exercisable as of September 15, 2015, or which become exercisable within 60 days from such date.

(11)  Includes 26,443 shares of restricted stock, and 35,486 SARs and options to purchase 23,665 shares of common stock that were exercisable as of September 15, 2015, or which become exercisable within 60 days from such date.

(12)  Includes 25,570 shares of restricted stock and 35,486 SARs and options to purchase 8,165 shares of common stock that were exercisable as of September 15, 2015, or which become exercisable within 60 days from such date.

(13)  Mr. Zisch terminated his employment with the Company effective December 9, 2014.

(14)  Includes 130,186 shares of restricted stock and 166,407 SARs and options to purchase 42,210 shares of common stock that were exercisable as of September 15, 2015, or which become exercisable within 60 days from such date.  Mr. Zisch’s beneficial ownership is not included in the beneficial ownership of the Directors and Executive Officers as a Group.

(15)  As reported by BlackRock, Inc. on Form 13G/A with the SEC on January 9, 2015.  As of December 31, 2014, BlackRock, Inc. has sole dispositive power over 7,966,180 and sole voting power over 7,701,673 shares of common stock.

(16)  As reported by Van Eck Associates Corporation on Form 13G/A filed with the SEC on February 12, 2015.  As of December 31, 2014, Van Eck Associates Corporation has sole dispositive power over 5,465,768 shares of common stock, and sole voting power over 5,352,568 shares of common stock.

(17)  As reported by The Vanguard Group on Form 13G/A filed with the SEC on February 10, 2015.  As of December 31, 2014, the Vanguard Group has sole dispositive power over 4,311,968 shares of common stock, shared dispositive power over 37,745 shares of common stock and sole voting power over 43,645 shares of common stock.

4

Table of Contents

The following persons, as of September 30, 2015, hold the executive officer positions at Royal Gold as further described below.

Tony Jensen, 53, President, Chief Executive Officer and a Director.  See page 8.

Stefan L. Wenger, 42, Chief Financial Officer and Treasurer since August 2007.  Mr. Wenger was Chief Financial Officer from June 2006 to August 2007, and Chief Accounting Officer and Treasurer of the Company from April 2003 until June 2006.  Mr. Wenger was a manager with PricewaterhouseCoopers LLP from June 2002 until March 2003.  From September 2000 until June 2002, he was a manager with Arthur Andersen LLP.  Mr. Wenger has over 20 years of experience in the mining and natural resources industries working in various financial roles.  He is a member of the Board of Trustees of the American Exploration and Mining Association where he currently serves on the Executive Committee as the Treasurer.  Mr. Wenger holds a Bachelor of Science degree in Business Administration from Colorado State University, has completed the General Management Program at the Harvard Business School, and is a certified public accountant.  He is a member of the Colorado Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

Karli S. Anderson, 42, Vice President Investor Relations since May 2013.  Ms. Anderson has over 15 years of experience in finance, investor relations and capital markets.  She was Senior Director, Investor Relations, from August 2011 through April 2013 and Director, Investor Relations from May 2010 to August 2011 at Newmont Mining Corporation.  From February 2008 to May 2010, she served as Director Investor Relations at Coeur d’Alene Mines Corporation.  Ms. Anderson served as Director Investor Relations from January 2006 to February 2008 at Evergreen Energy Inc.  From January 2003 to January 2006 she was Director of Strategic Analysis at Policy Studies, Inc. and from 2000 to 2001 she was an Associate at Goldman Sachs Investment Research.  Ms. Anderson is currently the Chairman of the Denver Gold Group.  Ms. Anderson holds a Master of Business Administration degree with a specialization in finance from the Wharton School at the University of Pennsylvania and a Bachelor of Science degree in Telecommunications Systems from Ohio University.

William H. Heissenbuttel, 50, Vice President Corporate Development and Operations since February 2007.  Mr. Heissenbuttel was Manager Corporate Development from April 2006 through January 2007.  Mr. Heissenbuttel brings more than 25 years of corporate finance experience with 20 of those years in project and corporate finance in the metals and mining industry.  Mr. Heissenbuttel served as Senior Vice President from February 2000 to April 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.  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.

Bruce C. Kirchhoff, 56, Vice President, General Counsel since February 2007 and Secretary since July 2013.  Mr. Kirchhoff has over 25 years of experience representing hardrock and industrial minerals mining companies, as well as mineral exploration and development clients.  From January 2004 through January 2007, Mr. Kirchhoff was a partner with the law firm Carver Kirchhoff Schwarz McNab & Bailey, LLC.  From January 2003 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 June 1986 through March 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.

5

Table of Contents

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 are Messrs. Bogden, Jensen and Sokalsky; the Class II Directors are Messrs. Hayes and Vance; and the Class III Directors are Messrs. Haase, McArthur and Thompson.

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” Gordon J. Bogden, Tony A. Jensen and Jamie C. Sokalsky as Class I Directors of the Company.  If any of the nominees for election as a Class I Director should refuse or be unable to serve (an event that is not anticipated), the proxy will be voted for a substitute nominee who is designated by the Board of Directors.  Each Class I Director elected shall serve until the 2018 Annual Meeting, or until his successor is elected and qualified.

VOTE REQUIRED FOR APPROVAL

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 (a situation in which 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 CNG 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 has failed to be elected to remain on the Board, the Board will accept the resignation.  The Director who tenders his 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 election at the Annual Meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover Director.”  All of the Class I 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.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

EACH OF THE CLASS I DIRECTOR NOMINEES.

6

Table of Contents

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, such as board service, leadership experience, finance experience and industry experience in the areas of mining, operations, accounting, business development and marketing, law, international business and risk management.  The qualifications and experience of our Directors are summarized on page 11.

Mr. Hayes, 70, served in various management positions with Placer Dome Inc. from 1988 to 2006.  He was Executive Vice President for Project Development and Corporate Affairs from 2004 to 2006. From 2000 to 2004, he served as Executive Vice President for USA and Latin America, and from 1994 to 2000 as Executive Vice President for Latin America.  During this period (2000-2004), he served as President of Compania Mantos de Oro (La Coipa) and Compania Minera Zaldivar (Zaldivar Mine).  From 1991 to 1994, he served as Chief Executive Officer of Mantos de Ore, Chile, at the La Coipa mine, and was Chief Financial Officer from 1988 to 1991.  Mr. Hayes also served as Vice President and Treasurer of Placer Dome Inc. from 1991 to 1994.  From 1972 to 1987, Mr. Hayes served in various financial positions with Exxon Corporation.  Mr. Hayes holds a Bachelor of Arts and Master of Arts degree in International Management from the American Graduate School of International Management and a Bachelor of Arts degree in Political Science from the University of San Francisco.

Qualifications and Experience

Board Service — Currently Chairman of the Board of Directors and Chairman of the Audit and Finance Committee of Royal Gold.  A Director (since 2006) of Antofogasta PLC (LON:ANTO), a FTSE 100 Company listed on the London Stock Exchange, engaged in mining, transportation, water distribution and energy. Senior Independent Director, Audit Committee Chairman and member of the Nomination Committee and Remuneration Committee of Antofogasta PLC since June 2011. Subsidiary Board membership of Antofogasta: Chairman and Director of Tethyan Copper Company, a fifty-fifty joint venture between Antofogasta and Barrick related to the Reko Diq Project in Pakistan.

Leadership Experience, Finance Experience and International Business Experience - The Board of Directors has determined that Mr. Hayes is an Audit Committee Financial Expert.  Prior service as Executive Vice President for U.S. and Latin America, Placer Dome Inc.; Executive Vice President, Project Development and Corporate Relations, Placer Dome Inc.; Vice President and Treasurer, Placer Dome Inc.; 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.

Mr. Bogden, 57, has served as President and Chief Executive Officer of Alloycorp Mining Inc., a mining company, since March 2014.  He was formerly the Vice Chairman, Mining & Metals, Standard Chartered Bank, which acquired Gryphon Partners Canada Inc., an independent investment bank that Mr. Bogden co-founded, and where he was President and Managing Partner, from October 2008 to July 2012.  From October 2003 to October 2007, he was Vice Chairman and Head of Global Metals and Mining at National Bank Financial Inc.  Mr. Bogden served as President and Managing Director, Beacon Group Advisors Inc. from 2001 to 2003, Director, Investment Banking for Newcrest Capital Inc. from 1999 to 2000, Managing Director, N M Rothschild (Canada) from 1997 to 1999, and Managing Director, CIBC Wood Gundy Securities Inc. from 1990 to 1997.  Mr. Bogden holds a Bachelor of Science (Engineering) degree in geophysics from Queen’s University and the Institute of Corporate Directors

7

Table of Contents

Designation from the Rotman School of Management, University of Toronto. He is a member of the Professional Engineers Ontario.

Qualifications and Experience

Board Service — Currently a member of the Audit and Finance Committee and a Director of Royal Gold.  He is currently a Director of Alloycorp Mining Inc. (TSX-V:AVT) and Orvana Minerals Corp. (TSE:ORV), and a previous board member of:  International Royalty Corporation, Aeroquest International Limited, Canplats Resources Corp., Camino Minerals Corp., IAMGold Corporation, Defiance Mining Corporation, BacTech Enviromet Corporation, High River Gold Ltd., NexGen Energy Ltd., Explorations Miniére du Nord Ltée, and Volta Resources Inc.

Finance and International Business Experience — The Board of Directors has determined that Mr. Bogden is an Audit Committee Financial Expert.  Mr. Bogden has experience as a corporate advisor to mining companies on strategy and mergers and acquisitions, experience in raising capital in the international debt and equity markets, prior service as Vice Chairman, Mining & Metals, Standard Chartered Bank; Vice Chairman and Head of Global Metals and Mining for National Bank Financial Inc.; President and Managing Partner of Gryphon Partners Canada Inc.; President of Beacon Group Advisors Inc.; Managing Director of N M Rothschild & Sons (Canada) Limited; and Managing Director, Mining Group for CIBC Wood Gundy Securities.

Leadership Experience — Extensive experience building businesses and managing professional teams focused on advisory assignments for Boards of Directors and senior management for some of the largest mining companies in the world on mergers, acquisitions, and restructurings.

Industry and Mining Experience — Geophysicist and engineer designing and managing mining exploration and development programs for international mining companies.

Mr. Jensen, 53, has been President and Chief Executive Officer of the Company since July 2006. Previously he was President and Chief Operating Officer of the Company from August 2003 until June 2006.  Mr. Jensen has over 30 years of mining industry experience, including 18 years with Placer Dome Inc.  His corporate and operations experience was developed both in the United States and Chile where he occupied several senior management positions in mine production, corporate development and finance.  Before joining the Company, he was the Mine General Manager of the Cortez Joint Venture from August 1999 to June 2003.  Mr. Jensen was Director, Finance and Strategic Growth and Treasurer for Placer Dome Latin America from 1998 to 1999 and SubGerente General de Operaciónes for Compania Minera Mantos de Oro, a subsidiary of Placer Dome Latin America from 1995 to 1998.  Mr. Jensen holds a Bachelor of Science degree in Mining Engineering from South Dakota School of Mines and Technology, and a Certificate of Finance from Golden Gate University.

Qualifications and Experience

Board Service — Currently a Director of Royal Gold, a Director and a member of the Audit Committee of Golden Star Resources Ltd. (TSX: GSC; NYSE MKT: GSS; GSE: GSR), Director of the National Mining Association (“NMA”) and a member of the NMA Finance Committee, Director of the World Gold Council, prior Chairman and member of the Industrial Advisory Board and current member of the 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 Inc., and current corporate and executive experience as President and Chief Executive Officer of Royal Gold.

Finance Experience - Actively involved in the financial review of Royal Gold’s results as well as prior experience as Director, Finance and Strategic Growth, and Treasurer of Placer Dome Latin America, and current member of Golden Star’s Audit Committee and NMA’s Finance Committee.  Experience raising capital in the debt and equity markets for Royal Gold.

Industry, Mining and International Business Experience - In addition to the 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 Inc., including a foreign assignment in Chile from 1995 to 1999.

Operations - Prior domestic and international experience as mine engineer, operations supervisor, and mine general manager while based at three mining operations for Placer Dome Inc., 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.

8

Table of Contents

Mr. Haase, 72, served as Director, Executive Vice President and Chief Legal Officer of Franco-Nevada Mining Corporation, a publicly-traded precious metals royalty company, for more than 15 years prior to its merger with Newmont Mining Corporation in 2002.  He served as a Director of Newmont from March 2002 until he retired in May 2003.  He served as Director, Executive Vice President and Chief Legal Officer of Euro-Nevada Mining Corporation from 1987 to 1999, when Euro-Nevada merged with Franco-Nevada.  Mr. Haase was also Chairman, Chief Executive Officer and Director of Gold Marketing Corporation of America, Inc., a physical gold export company, from 1994 to 2002.  Mr. Haase served as Vice Chairman of both Franco-Nevada Mining Corporation, Inc. (1990-2002) and Euro-Nevada Mining Corporation, Inc. (1990-1999). He was engaged in private law practice from 1971 to 1990 (the last nine years as senior and managing partner of M. Craig Haase Ltd., a law firm, and Haase and Harris Ltd., a law firm), with an emphasis in mining and commercial law and litigation.  Mr. Haase holds a J.D. from the University of Illinois and a Bachelor of Arts degree in Geology from Northwestern University.

Qualifications and Experience

Board Service — Currently Chairman of the CNG Committee and a Director of Royal Gold.  Previous board member of Newmont Mining (NYSE:NEM), Euro-Nevada (TSE:EN), Franco-Nevada (TSE:FN) and Gold Marketing Corporation of America.

Leadership Experience - Prior service as Chief Executive Officer, Executive Vice President and Chief Legal Officer of international mining companies.  Senior and managing partner of Haase and Harris, a law firm, from 1984 to 1990.

Industry and Mining Experience - More than 20 years of executive experience in the mining industry.

Law - Extensive experience as a practicing attorney, with more than 35 years representing numerous international mining companies in property management, acquisition and merger transactions, mining finance, capital acquisition, credit transactions, and litigation.

Geology - Research geologist with U.S. Army Corps of Engineers for two years.

Industry Association Participation - Past Director of Western State Colorado University Foundation; past Advisory Director of Professional Land and Resource Management Program at Western State Colorado University; past Vice Chairman of Hard Minerals Committee of the American Bar Association; past Trustee-at-Large of the Rocky Mountain Mineral Law Foundation and member of the Executive Committee; past Director of Nevada Mining Association; and past Director of Northwest Mining Association; member of the Nevada State, U.S. District Court, Ninth Circuit Court of Appeals, U.S. Tax Court, and U.S. Supreme Court bars.

Mr. McArthur, 60, founded Tahoe Resources Inc., and has been CEO since August 2015, Executive Chair since April 2015, and a director since 2009.  He previously served as President and CEO from 2009 to early 2014, and Vice Chair and CEO from early 2014 to April 2015.  He was President, CEO and a director of Goldcorp Inc. from 2006 until his retirement in 2008. He was President and Chief Executive Officer of Glamis Gold Ltd. from 1998 and served in a variety of management positions with Glamis until its acquisition by Goldcorp in 2006.  He also served as a director of (i) Consolidated Thompson Iron Mines Limited from 2009 until 2011, (ii) Cloud Peak Energy Inc. from 2009 until 2020, and (iii) Pembrook Mining Corp from 2009 to 2014.  Prior to working with Glamis, Mr. McArthur held various operating and engineering positions with BP Minerals and Homestake Mining Company.  Mr. McArthur holds a B.S. in Mining Engineering from the University of Nevada.

Qualifications and Experience

Board Service — Currently a member of the CNG Committee and a Director of Royal Gold.  He has also served as a director of Tahoe Resources Inc. (NYSE:TAHO; TSX, BVL:THO) since 2009, and is a past director of Goldcorp Inc. (TSX:G; NYSE:GG), Glamis Gold Inc., Consolidated Thompson Iron Mines Limited (TSX:CLM), Cloud Peak Energy Inc. (NYSE:CLD) and Pembrook Mining Corp.  Prior Board assignments included serving as the chairman 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, and serving on the Pembrook and Consolidated Thompson compensation committees and the Cloud Peak governance and nominating committees.

Leadership Experience - Extensive experience as a president and chief executive officer of international mining companies since 1998.  He founded and is Executive Chair and a director, and also served as President and CEO of Tahoe Resources Inc.; he

9

Table of Contents

served as President, CEO and a director of Goldcorp Inc.; he served as President and CEO of Glamis Gold Ltd; and served as a director of Consolidated Thompson Iron Mines Limited, Cloud Peak Energy Inc. and Pembrook Mining Corp.

Industry and Mining Experience - More than 15 years of CEO experience in the mining business; over 30 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.

Business Development and Marketing — Extensive experience in corporate development for Tahoe Resources and previously, Goldcorp and Glamis Gold Ltd.

Mr. Sokalsky, 58, is a member of the boards of directors of Pengrowth Energy Corporation and Agnico-Eagle Mines Limited, and is chairman of the board of directors of Probe Metals, Inc.  He served as chief executive officer and president of Barrick Gold Corporation from 2012 to 2014, and has held executive roles including treasurer (from 1993 to 1999), chief financial officer and executive vice president (from 1999 to 2012) of Barrick.  Mr. Sokalsky has over 20 years’ experience as a senior executive in the mining industry, including finance, corporate strategy, project development and mergers, acquisitions and divestitures.  He is a past member of the International Council on Mining and Metals and a past director of the World Gold Council.  Mr. Sokalsky holds a Bachelor of Commerce degree (Honors) from Lakehead University and holds a Chartered Professional Accountant designation.

Qualifications and Experience

Board Service — Mr. Sokalsky is currently a Director of Royal Gold.  He is also a member of the boards of directors of Pengrowth Energy Corporation (NYSE:PGH) and Agnico-Eagle Mines Limited (NYSE:AEM), and is chairman of the board of Probe Metals, Inc. (TSX-V:PRB).  Mr. Sokalsky is a past director of 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 producing operations, gold mining investment and venture capital fields.

Finance Experience — The Board of Directors has determined that Mr. Sokalsky is an Audit Committee Financial Expert.  He has extensive finance experience as treasurer and subsequently chief financial officer of Barrick Gold Corporation.

Business Development and Marketing — Extensive experience in corporate development for Barrick Gold Corporation.

Mr. Thompson, 67, is a member of the board of Jacobs Engineering Group Inc.  He is also a member of the Colorado School of Mines Foundation Board of Governors. He was a director of Teck Resources from 2003 to April 2015, and a director of Golden Star Resources from 2010 to May 2015.  Mr. Thompson served as the Chairman of Gold Fields Limited from 1998 to 2005 and as Chairman and CEO from 1998 to 2002. He was Chairman of the World Gold Council from 2002 to 2005. From 1992 to 1998 he was the Founder and CEO of Castle Group, which managed three venture capital funds that employed various structures, including royalties, to finance the development of new gold mines.  Mr. Thompson received his undergraduate Bachelor’s degree in law and economics from Rhodes University, South Africa, and a Master’s Degree in Management Studies from Bradford University in the UK.

Qualifications and Experience

Board Service — Currently a member of the Audit and Finance Committee and a Director of Royal Gold.  Also currently a member of the board of Jacobs Engineering (NYSE:JEC), and a member of the Colorado School of Mines Foundation Board of Governors.  Previously, he served as a director of Teck Resources (NYSE:TCK) and of Golden Star Resources (NYSEMKT:GSS), and he served as chairman of Gold Fields Limited (NYSE:GFI) and was chairman of the World Gold Council.

10

Table of Contents

Leadership Experience — Extensive board and CEO experience with international mining organizations since 1985 and board experience in serving as a director for over 25 public gold mining companies.

International Mining Experience — More than 40 years’ experience in international gold producing operations, gold mining investment and venture capital fields.

Finance Experience — The Board of Directors has determined that Mr. Thompson is an Audit Committee Financial Expert.  Extensive experience evaluating new mining projects; member of the Company’s Audit and Finance Committee; 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.

Mr. Vance, 63, retired as Senior Vice President, Corporate Development for Teck Resources Limited in early 2014, which position he held since 2006.  From March 2000 to December 2005, he was Managing Director/Senior Advisor of Rothschild Inc. and from October 1991 to February 2000 he was Managing Director of Rothschild (Denver) Inc.  Mr. Vance served as Vice President Project Development from 1989 to 1991 and Vice President Marketing from 1983 to 1989 for Newmont Mining Corporation.  From 1978 to 1983 he was Director, Copper Sales and Manager, Specialty Copper Sales for Amax Copper Inc.  Mr. Vance holds a Master of Business Administration degree from Columbia University and a Bachelor of Arts degree from Hobart College.

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 managing the generation, negotiation and execution of complex, large-scale transactions.  Experience in building strategic commercial relationships with a broad range of international companies and developing and executing corporate and structured financing arrangements.

Leadership Experience — Extensive experience as a senior executive of international mining companies and Managing Director of an investment banking team.

Industry and Mining Experience - More than 20 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.

SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

11

Table of Contents

BOARD OF DIRECTORS COMPOSITION AND PRACTICES

Meetings and Attendance

During the fiscal year ended June 30, 2015 (“fiscal year 2015”), the Board of Directors held four regular meetings, one of which included executive sessions of the independent Directors, four special meetings and took action four times by unanimous written consent.  Each Director attended, in person or by telephone, at least 75% of the aggregate number of meetings of the Board of Directors and of the Committee(s) of the Board of Directors on which he served.  It is the Company’s policy that each Director attends each Annual Meeting.  All of the Directors, except Mr. Sokalsky (who had not yet joined the Board), attended last year’s Annual Meeting.

Independence of Directors

The Board of Directors has determined that each Director, except for Mr. Jensen, who is the President and Chief Executive Officer of the Company, is “independent” under the listing standards of the NASDAQ Stock Exchange (“NASDAQ”).  The Board of Directors has 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 Structure

The Board of Directors does not have a prescribed policy on whether the roles of the Chairman and Chief Executive Officer should be separate or combined, but recognizes the value to the Company of having a non-executive Chairman.  Mr. Hayes has served as Chairman of the Board since May 2014, as Chairman of the Audit and Finance Committee since November 2013, and as a Director of the Company since 2008.  The Board of Directors has determined that Mr. Hayes is “independent” under the NASDAQ listing standards and that no relationship exists that would impair Mr. Hayes’s independence.

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

On December 31, 2012, a new Toronto Securities Exchange (“TSX”) requirement took effect, providing that all directors of a TSX listed company must stand for re-election at each annual general meeting of stockholders.  Royal Gold applied for and received a waiver of this requirement from the TSX in 2013 and an extension of the waiver in 2014 and 2015, subject to disclosing receipt of the waiver in this Proxy Statement.  The annual election of each director is not required under the laws of Delaware or NASDAQ rules.

Board Orientation

The Company has a well-developed Board orientation program to efficiently introduce new directors to the Company, and the Company expeditiously assimilated Mr. Sokalsky into Board operations when he became a Director of the Company in August 2015.

Board Composition and Qualifications

Every Director of the Company has corporate governance, industry and mining, leadership and risk management experience, in addition to other qualifications and expertise responsive to the needs of the Company.

12

Table of Contents

Board Self-Assessments

The Board and Committees conduct annual self-assessments to evaluate the qualifications, experience, skills and balance of the Board and each Committee and to ensure that the Board and each Committee is working effectively.

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 Board of Directors relies upon the President and Chief Executive Officer to supervise day-to-day risk management.  The President 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, while 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, and the independent auditor’s selection, retention, qualifications, objectivity and independence.  Additionally, 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.

The Board also oversees a robust enterprise risk management program to identify, define, manage and, when necessary, mitigate risks confronting the Company.  The enterprise risk management program is managed, reviewed and updated by management on an ongoing basis, and reviewed by the Board of Directors quarterly.

Audit and Finance Committee (“AF Committee”)

The AF Committee is a standing committee of the Board of Directors, consisting of William M. Hayes, as Chairman, Gordon J. Bogden and Christopher M.T. Thompson.  All members of the AF Committee are independent under the NASDAQ listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended.  The Board of Directors has determined that each of Messrs. Hayes, Bogden and Thompson is an “audit committee financial expert” as that term is defined in Item 407(d) of Regulation S-K.  As an “audit committee financial expert,” Messrs. Hayes, Bogden and Thompson satisfy the NASDAQ financial literacy and sophistication requirements.

The AF Committee held five meetings during fiscal year 2015.  The Audit and Finance Committee Charter is available on the Company’s website at www.royalgold.com under “Governance — Committees.”

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, review reports of the independent registered public 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.  The AF Committee monitors the effectiveness of the audit process and the Company’s financial reporting, 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.  The AF Committee is also responsible for preparation of the AF Committee report for inclusion in the Company’s Proxy Statement.

The AF Committee also reviews and provides oversight of the Company’s financial strategy, capital structure and liquidity position, including review and oversight of transactions 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 and performs such other financial oversight responsibilities as the Board of Directors may request.

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 about whether it has approved such a transaction.  The standards applied by the AF Committee when reviewing and approving related-party transactions are found in the Audit and Finance Committee Charter, which provides, in pertinent part, that “the Audit and Finance Committee shall review and approve any related-party business transactions, preferably in advance, in which the corporation’s officers or Directors have an interest and that would be required to be reported by the corporation in its periodic reports pursuant to the rules and regulations of the SEC.”  Beyond this, when reviewing and approving transactions with related persons, the AF Committee will use applicable standards under Delaware law to approve or reject related-party transactions, including disinterested Director approval based on fairness to the Company and the best interests of the Company and its stockholders.

13

Table of Contents

Compensation, Nominating and Governance Committee (“CNG Committee”)

The Board of Directors has a standing CNG Committee.  The CNG Committee consists of M. Craig Haase, as Chairman, C. Kevin McArthur and Ronald J. Vance.  All members of the CNG Committee are considered “outside Directors,” as defined under Section 162(m) of the Internal Revenue Code, “non-employee” Directors, as defined under Rule 16b-3 under the Securities Exchange Act of 1934, and each member is independent under applicable NASDAQ listing standards.

The CNG Committee held five meetings during the fiscal year and took action twice by unanimous written consent.  The CNG Committee Charter is available on the Company’s web site at www.royalgold.com under “Governance — Guidelines & Policies.”

The CNG Committee oversees the Company’s compensation policies, plans and programs; it reviews and determines the compensation to be paid to executive officers; and it recommends compensation to be paid to the Company’s Directors (which is approved by the full Board). The CNG Committee also administers and implements the Company’s incentive compensation and equity-based plans.  The CNG Committee is responsible for overseeing the preparation of the Compensation Discussion and Analysis and preparing the report on executive compensation for public disclosure in the Company’s 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 reviews individuals proposed to become members of the Board of Directors and recommends Director nominees.  In selecting Director nominees, the CNG Committee assesses the nominee’s independence and considers his or her experience and areas of expertise, including experience in the mining industry, diversity, perspective, broad business judgment and leadership, personal qualities and reputation in the business community, and 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 separate policy regarding the consideration of diversity in selecting Director nominees.  However, the CNG Committee considers a diverse range of criteria in nominee selection including 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.

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.

The CNG Committee also advises the Board of Directors regularly on various corporate governance matters and principles, including regulatory actions impacting the Company.  The CNG Committee reviews the content of and compliance with the Company’s Board of Directors Governance Guidelines annually.

Compensation Committee Interlocks and Insider Participation

None of the members of the CNG Committee are or have been officers or employees of the Company.  No interlocking relationship existed between our Board of Directors or our CNG Committee and the Board of Directors or compensation committee of any other company during fiscal year 2015.

Communication with Directors

Any stockholder who desires to contact the Company’s 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.  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 communication to the Chairman of the CNG Committee, and will forward such communication 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.

Code of Business Ethics and Conduct

The Company adopted a Code of Business Ethics and Conduct (the “Code”) applicable to all of its Directors, officers and employees, including the President and Chief Executive Officer, the Chief Financial Officer and Treasurer, and other persons performing financial reporting functions.  The Code is reviewed on a yearly basis. The Code is available on the Company’s website at www.royalgold.com under “Governance — Guidelines & Policies.”  The Code is designed to deter wrongdoing and promote (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.

14

Table of Contents

Board Governance Guidelines

The Board of Directors, upon recommendation from the CNG Committee, adopted Board of Directors’ 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.  The Board of Directors Governance Guidelines are available on the Company’s website at www.royalgold.com.

Anti-Hedging, Anti-Pledging and Short Sale Policies

The Company’s insider trading policy prohibits Directors, the Company’s executive officers and employees on the Company’s restricted trading list from trading in the Company’s common stock on a short term basis, purchasing the Company’s 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’s common stock, pledging 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 has closed.

Trading Controls

Directors, executive officers and employees on the Company’s restricted trading list are required to receive the permission of 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.  Generally, trading is permitted only during open trading periods.  Directors, executive 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.  These trading plans may be entered into only during an open trading period and must be approved by the Company.

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 and their family members and entities in which any of these individuals has a substantial ownership interest or control.

15

Table of Contents

Royal Gold’s compensation for non-employee Directors is designed to reflect current market trends and developments with respect to compensation of board members. 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 Chief Executive Officer, does not receive any compensation for his services as a Director.

The CNG Committee is responsible for evaluating and recommending to the independent members of the Board of Directors the compensation for non-employee Directors.  The independent members of the Board of Directors approve non-employee Director compensation based on the recommendation of the CNG Committee.

Director Compensation Peer Group Benchmarking

In May 2013, the CNG Committee retained Frederic W. Cook & Co., Inc. (“Cook”) to review Director compensation for fiscal year 2015.  Cook presented a Director compensation benchmark study to the CNG Committee in July 2014 (the “July 2014 Study”), which reviewed annual cash retainers, fees for attending Board and committee meetings, fees for committee membership, and the annualized present value of equity compensation for a benchmark peer group. Royal Gold’s philosophy regarding Director compensation aligns with its philosophy toward executive compensation—with a higher proportion of compensation in equity than cash.  The July 2014 Study recommended only minor adjustments to maintain the appropriate weighting between cash and equity compensation.

2014 Royal Gold Board Compensation Peer Benchmarking, Average

Per Director More Heavily Weighted Towards Equity

Fiscal Year 2015 Director Compensation Program

Based on the July 2014 Study, the increased business demands of the Company, and the CNG Committee’s recommendations, the Board of Directors modified the non-employee Directors’ fiscal year 2015 cash compensation effective beginning July 1, 2014.  The following table describes the components of the Company’s Director compensation program that became effective July 1, 2014.

* On August 28, 2014, each non-employee Director was granted 2,144 shares of restricted stock.  Half of these shares vested immediately upon grant and the remaining half of these shares vested on the first anniversary of the grant date.

** Includes chairmanship for each of the AF Committee and the CNG Committee.

Fiscal Year 2015 Director Compensation

The following table provides information regarding compensation of the Company’s non-employee Directors in fiscal year 2015.  Amounts shown for each Director vary due to service on committees or as committee chairs.  The annual retainers for fiscal year 2015 were paid in cash on a quarterly basis.

16

Table of Contents

(a) Amount of cash compensation earned for Board and Committee service in fiscal year 2015.

(b) The amounts shown represent the total grant date fair value, determined in accordance with Accounting Standards Codification (“ASC”) 718, of restricted stock awards in fiscal year 2015. Amounts shown do not represent cash payments made to the individuals, amounts realized or amounts that may be realized. Refer to Note 8 to the Company’s consolidated financial statements contained in the Company’s 2015 Annual Report on Form 10-K filed with the SEC on August 6, 2015, for a discussion on the valuation of the restricted stock awards. In accordance with ASC 718, the grant date fair value for each restricted stock award in fiscal year 2015 was $76.45, which was the closing price of Royal Gold’s common stock on the NASDAQ Global Select Market on August 28, 2014, 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, 2015, each of Messrs. Bogden, Haase, Hayes, McArthur, Thompson and Vance held 1,072 shares of restricted stock.

(c) Includes an additional annual retainer of $3,750 for services as a Director of RG Finance (Barbados) Limited, a wholly-owned subsidiary of the Company.

Cash Compensation

For fiscal year 2015, each non-employee Director of the Company received an annual retainer of $60,000 for service as a Director and an additional $1,500 for each Board of Directors meeting attended, either in person or via telephone. The Chairman of the AF Committee and the Chairman of the CNG Committee each received an annual fee of $15,000 for their service as chairman of their respective committees. Each member of the AF Committee and the CNG Committee received $1,500 for each meeting attended, either in person or via telephone.  The Chairman of the Board received an annual fee of $115,000 for his service as Chairman of the Board of Directors.

Equity Compensation

On August 28, 2014, each non-employee Director was granted 2,144 shares of restricted stock. Half of the shares of restricted stock vested immediately upon grant and the remaining half of the shares of restricted stock vested on the first anniversary of the grant date.  No stock option awards were granted to non-employee Directors during fiscal 2015.

Expenses

Non-employee Directors are reimbursed for all of their out-of-pocket expenses incurred in connection with the business and affairs of the Company.

Director Stock Ownership Guidelines

All non-employee Directors are encouraged to have a significant long-term financial interest in the Company. To encourage alignment with the interests of stockholders, each non-employee Director is expected to own shares of Royal Gold common stock equal in value to ten times the annual cash retainer. Non-employee Directors have five years from the date of their respective first restricted stock grant to meet ownership targets. All of the Directors exceed their ownership guidelines except Mr. McArthur (joined the Board in March 2014), Mr. Sokolsky (joined the Board in August 2015), and Mr. Vance (joined the Board in April 2013).

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.

17

Table of Contents

Independent Registered Public Accountants

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, 2016.

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

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.

Fees for services rendered by Ernst & Young LLP for the fiscal years ended June 30, 2015 and 2014 are as follows:

·            Audit Fees.  Audit fees paid to Ernst & Young LLP were $525,058 and $473,913 for the fiscal years ended June 30, 2015 and 2014, 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.  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, 2015 and 2014.

·            Tax Fees.  Tax fees paid to Ernst & Young LLP for tax-related services were $349,023 and $463,033 for the fiscal years ended June 30, 2015 and 2014, 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 2015, $170,336 was paid for tax compliance and tax return preparation services and $178,687 was paid for tax consulting services primarily for the Company’s subsidiaries.  All tax fees during fiscal year 2014 were for tax compliance, tax return preparation and certain tax consulting services provided to the Company.

·            All Other Fees.  Other fees paid to Ernst & Young LLP for the fiscal years ended June 30, 2015 and 2014 were $29,768 and $71,902, respectively.  Included in this category are fees associated with the ongoing servicing of the Company’s global mobility policies.

Pre-Approval Policies and Procedures

The AF Committee adopted a policy that requires 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 2014 fiscal year.

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.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY.

18

Table of Contents

AUDIT AND FINANCE COMMITTEE AND RELATED MATTERS

The information contained in the following Audit and Finance Committee Report shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference therein.

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, 2015, and the Company’s reporting processes, including internal control 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 2015, the matters required to be discussed by the applicable Public Company Accounting Oversight Board standards.  The Audit and Finance Committee 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 concerning 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, 2015, 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   ·   Gordon J. Bogden   ·   Christopher M.T. Thompson

19

Table of Contents

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.  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 2015 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.

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

Key characteristics of our fiscal year 2015 executive officer compensation program include the following:

·                  Over 70% of our executive officers’ total direct compensation for fiscal 2015 was performance based.  Cash bonuses could only be awarded and performance-based restricted stock could only vest if the Company achieved at least $175 million in Adjusted EBITDA (defined by the Company to mean earnings before interest, taxes, depreciation and amortization, and other non-cash charges); and performance stock awards will vest only if the Company achieves 10% compound annual growth in adjusted free cash flow per share, or 25% increments thereof.

·                  The Company’s executive stock ownership program requires each of the Company’s NEOs to own a number of shares valued at a multiple of his or her salary to assure that their interests are aligned with those of our stockholders.

·                  The Company believes perquisites for executives should be extremely limited in scope and value and, therefore, does not provide perquisites or other special benefits to the executive officers.

·                  The Company’s 2004 Omnibus Long-Term Incentive Plan (“2004 LTIP”) expressly prohibits the re-pricing of stock options.

·                  The Company’s executives may participate in our SARSEP Plan on the same terms as other eligible employees.  The Company does not maintain a defined pension benefit plan.

·                  The employment agreements between the Company and the NEOs do not provide for excise tax gross-ups for change-in-control provisions.

·                  The Company applies a “double trigger” approach to vesting awards made under the Company’s 2004 LTIP in the event of a change-in-control.  This means that vesting of these awards is accelerated upon a change-in-control only if the executive is also terminated under certain circumstances.

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.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

20

Table of Contents

The information contained in the following Compensation, Nominating and Governance Committee Report shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference therein.

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 Statement and incorporated by reference in the Company’s annual report on Form 10-K for fiscal 2015, 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:

M. Craig Haase, Chairman    ·    C. Kevin McArthur     ·    Ronald J. Vance

EXECUTIVE SUMMARY

Our executive compensation program is specifically designed to recruit, retain and reward high-performing executive officers who will:  (1) drive company growth and profitability, (2) increase long-term value for our stockholders, (3) manage the Company in a responsible manner, and (4) maintain the Company’s reputation for management excellence.  Compensation is closely linked to performance when awarding variable pay elements, such as the annual cash bonus and long-term incentive plans, which are made in accordance with the Company’s 2004 Omnibus Long-Term Incentive Plan, as amended (“2004 LTIP”).

Royal Gold’s Compensation Objectives

The CNG Committee is responsible for, among other things, setting and administering our compensation philosophy, objectives and design, and administering the policies governing the compensation of our executive officers, including our current named executives officers:  Ms. Anderson and Messrs. Jensen, Wenger, Heissenbuttel and Kirchhoff.  The CNG Committee adopted the following compensation objectives:

·            Attract and retain the highest caliber personnel on a long-term basis;

·            Link rewards to sustainable business results;

·            Emphasize creation of long-term stockholder value and achievement of strategic objectives;

·            Discourage excessive risk-taking; and

·            Encourage creativity and innovation.

Compensation Design Approach

The CNG Committee aims to provide a portfolio of compensation elements to executives, including base salary, annual cash bonus and long-term equity incentives. The majority of target compensation is offered in variable pay, with an emphasis on long-term equity, to best align our executives with stockholder interests:

·            Over 70% of total direct compensation (“TDC”), comprised of base salary, annual cash bonus and long-term equity incentives, is performance-based and not guaranteed;

·            Short-term incentives (“STI’s”) are tied to specific business goals;

·            Long-term incentives (“LTI’s”) are aligned with stockholder interests and vest over a multi-year period; and

·            We benchmark our executives’ compensation against peers in our industry that are similar to our business model, market capitalization, EBITDA and correlation to gold price.

21

Table of Contents

Table 1 - NEO Compensation Design Elements for FY2015

*Key performance measures are revenue growth, cost containment, financial strength, asset protection, governance, and marketing.  See page 28 for additional details.

For fiscal 2016, we will further enhance the transparency and pay-for-performance alignment of our compensation program with a new bonus scorecard and new performance share measures, which, in each case, align our executives’ interests more directly with our stockholder interests.

Fiscal Year 2015 Highlights

Fiscal Year 2015 Key Success Factors

The 2015 fiscal year was successful for Royal Gold; we achieved one-year total shareholder return (“TSR”) in the 82nd percent rank of our peer group.  Additionally:

·                  We achieved record volume of nearly 200,000 net gold equivalent ounces of production, and revenue increased 17% despite declining gold prices.  We reported record net volume growth as Mount Milligan continued to ramp up and Peñasquito delivered excellent operating results;

·                  We delivered record operating cash flow of $192.1 million, an increase of 31% over the prior year;

·                  We ended fiscal 2015 financially robust with over $1.4 billion in liquidity in working capital, including a $650 million untapped credit facility that was expanded from $450 million in early 2015;

·                  We returned over $56 million to stockholders in the form of dividends, which equates to approximately 29% of operating cash flow.  It was our 14th consecutive year of increasing dividends;

22

Table of Contents

·                  We announced a gold stream transaction with Golden Star Resources, and acquired a gold stream on Euromax Resources’ Ilovica project in Macedonia;

·                  We entered into a joint venture for exploration and advancement of the Tetlin gold project located near Tok, Alaska; and

·                  We laid the groundwork for three significant transactions to occur in early fiscal 2016.

Changes Made in Response to Investor Feedback and Governance Reviews

We view stockholder engagement as a year-round activity.  At our November 2014 annual meeting, stockholders showed support for our executive compensation philosophy, policies and practices, with approximately 72.6% of the total number of votes cast in approval of our executive compensation plan.  While greater than a majority supported our plan, the vote fell below our aspirations. In response, at the request of the CNG Committee, members of our management team engaged with several of our largest stockholders during ensuing months to solicit their input and feedback.  These discussions generally confirmed appreciation for our enhanced compensation disclosure and support for our approach to pay for performance.  Importantly, our largest stockholders also told us emphatically that they agree with evaluating our compensation against companies we believe to be our peers — companies having comparable market capitalization in the precious metal mining and royalty business, where revenues are generally correlated with gold price performance.

The table below provides a summary of the changes we made to our executive compensation plan on a go-forward basis, starting with fiscal 2016, in response to the feedback received from these stockholders and in accordance with the advice provided to the CNG Committee by its independent compensation consultant, Hugessen Consulting Inc. (“Hugessen”).

We highlight some of these changes throughout our Compensation Discussion and Analysis.  Look for “New for Fiscal Year 2016” headings below, and for more detailed discussion in our 2016 proxy statement.

We intend to continue soliciting stockholder feedback to our executive compensation plan by holding an advisory vote on an annual basis, and the CNG Committee will continue to consider the results of this process in evaluating our philosophy, policies and practices, and when making future compensation decisions for our NEOs.  Further, we intend to seek an advisory vote on the frequency of our advisory vote on executive compensation at our annual meeting to be held in 2017 and, taking into account the feedback from that vote, we will reevaluate the frequency of our executive compensation vote at that time.

23

Table of Contents

COMPENSATION BEST PRACTICES

Retention of Compensation Best Practices Already in our Plan

Our largest stockholders told members of our management team during fiscal year 2014 that many components of our existing executive compensation plan align with governance best practices, so we continued these components in fiscal 2015.

What We Do:

·                  Over 80% of our CEO’s total direct compensation and over 70% of our other NEOs’ total direct compensation for fiscal 2015 was performance-based and not guaranteed.

·                  We use a peer group of gold-focused companies of comparable market capitalization, EBITDA and correlation to gold prices to benchmark performance and compensation levels.

·                  The Company’s NEOs are subject to robust stock ownership guidelines to assure that their interests are aligned with those of our stockholders.

·                  We apply a “double trigger” approach to vesting awards made under the 2004 LTIP in the event of a change-in-control.  This means that vesting of these awards is accelerated upon a change-in-control only if the executive is also terminated under certain circumstances or if outstanding awards are not assumed by the acquirer following a change-in-control.

·                  The Board of Directors sets challenging short and long-term goals focused on generating long-term returns for stockholders.

·                  We engage with stockholders to solicit feedback on our compensation and governance programs and any other areas of concern.

·                  We continually monitor our compensation programs to assess and mitigate any compensation-related risks.

What We Don’t Do:

·                  We do not guarantee salary increases or annual cash bonuses for our NEOs.

·                  We do not provide perquisites or other special benefits to the executive officers.

·                  The Company’s 2004 LTIP expressly prohibits the re-pricing of stock options.

·                  We prohibit our officers and Directors from hedging or pledging Royal Gold stock.

·                  The Company does not maintain a defined pension benefit plan or any special executive retirement plans. Our executives may participate in a Salary Reduction/Simplified Employee Pension Plan on the same terms as other eligible employees.

·                  The employment agreements between the Company and the NEOs do not provide for excise tax gross-ups of any kind, including for change-in-control payments.

24

Table of Contents

COMPENSATION DETERMINATIONS

Our Process During Fiscal Year 2015

Our CNG Committee and the Executive Compensation Process are Independent

The CNG Committee is comprised of three directors, each of whom the Board of Directors has determined to be independent pursuant to relevant securities and tax laws and the NASDAQ Exchange listing rules.  The CNG Committee establishes compensation objectives and reviews them annually with the Board of Directors.  The CNG Committee also receives and considers advice and recommendations from the CEO and from the independent compensation consultants retained by the CNG Committee.  In addition to receiving technical support and input on market practices, the CNG Committee utilizes compensation consultants to perform external benchmarking of the Company’s compensation relative to its peers.

The CNG Committee considers, but is not bound by, external recommendations in making annual incentive bonus and long-term incentive award determinations.  The CNG Committee conducts an annual review of the CEO’s performance, and all determinations relating to the compensation of the NEOs, including our CEO, are made by the CNG Committee independent from and without the presence of members of management.

We Use Independent Compensation Consultants for Benchmarking and Analysis

Under our CNG Committee Charter, the CNG Committee has authority to retain and terminate any compensation consultant and to approve the consultant’s fees and other retention terms.  Certain elements of our executive and director compensation plans have been developed, in part, on the recommendations and guidance of these outside compensation consultants.

In May 2013, the CNG Committee retained Cook to review executive compensation for fiscal year 2014, and Director compensation for fiscal year 2015.  Cook presented an executive compensation benchmark study to the CNG Committee in August 2013 (the “2013 Study”), which reviewed the Company’s base salaries, annual incentive bonuses, benefits, non-cash compensation and long-term incentives in comparison with the Company’s benchmark peer group, and provided a review of the competitiveness, fairness and effectiveness of each component of compensation.  In June 2014, the CNG Committee engaged Towers Watson to assist with benchmarking best practices in executive compensation and governance, as well as to provide input on selecting the most appropriate peer group.

During fiscal year 2015, the CNG Committee retained Hugessen to provide independent advice on executive compensation, including:

·                  Review of the Company’s executive compensation peer group;

·                  Review of NEO compensation levels and preparation of an NEO compensation benchmarking study;

25

Table of Contents

·                  In-depth review of executive compensation framework and design, with recommendations about a target compensation framework, annual incentive bonus plan design and performance share plan design; and

·                  Review of management-prepared materials and advice to the CNG Committee in advance of CNG Committee meetings.

The CNG Committee utilizes the independence factors prescribed by the SEC and NASDAQ to assess the independence of all its compensation consultants on an annual basis.  At the relevant times, the CNG determined that no conflict of interest exists that would prevent Cook, Towers Watson, Hugessen and Hogan Lovells US LLP (the Company’s legal counsel) from serving as an independent consultant to the CNG Committee.

None of the CNG Committee’s compensation consultants provide services to management directly.  Instead, the CNG Committee determines the nature and scope of the consulting services and enters into consulting agreements.  The CNG Committee chairman approves all statements for services performed.

We Select Benchmarking Peers that Match Our Industry, Business Model, Market Cap, EBITDA and Correlation to Gold Price

The executive compensation benchmark peer group — originally recommended by Cook in fiscal year 2013 and confirmed by Towers Watson in fiscal year 2014 and by Hugessen in fiscal year 2015, with input from the CNG Committee and management — has remained relatively unchanged since fiscal year 2013, except that two companies (Eldorado Gold and Agnico Eagle) were added to better position the Company in the middle of the group in terms of market capitalization, and Osisko Mining was removed from the group after it was acquired by third parties.

The CNG Committee selects the Company’s peers based primarily on strong business model matches, with all companies specializing in gold or silver.  The group we selected includes our direct royalty competitors and precious metal mining companies of similar relative size as measured by market capitalization.  Our group consists of 11 publicly traded companies:  Agnico Eagle Mines Limited, Alamos Gold Inc., Centerra Gold Inc., Coeur Mining, Inc., Eldorado Gold Corporation, Franco-Nevada Corporation, Hecla Mining Company, IAMGOLD Corporation, New Gold Inc., Pan American Silver Corp. and Silver Wheaton Corp.  We firmly believe this is the relevant comparator group because:

·                  Our EBITDA is in the 41st percentile of the peer group.  We believe EBITDA is one of the best measures for comparing Royal Gold to our peers due to our unique business model that results in over 75% of revenue reporting to EBITDA (typically much higher than other business models).

·                  Royal Gold’s market capitalization is near the 70th percentile of its peers.

·                  Gold industry-specific peers share our correlation between company share price and gold prices.

·                  Gold industry-specific companies represent our closest competitive market for executive talent and an appropriate comparison for determining market pay practices.

By comparison, the most recent peer group selected by Institutional Shareholder Services (“ISS”) does not include any of Royal Gold’s competitors.  While seven of fourteen ISS-selected peers are in the precious metals business, none is in the precious metals royalty business.  The ISS-selected group contains companies in the chemical, construction materials, base metals, metal alloys, shale gas, coatings, forest products and other industries.

We note that precious metals company stock prices generally have a high correlation to gold and silver prices.  However, gold and silver prices, and precious metals company stock prices, are often contrarian investments in the broader market—higher when the broader market is down, and lower when the broader market is up.  As our industry is often countercyclical to the broader market, we believe it is in inappropriate and therefore misleading to compare Royal Gold’s total shareholder return with those who have no or negative correlation to gold prices.

We also note, importantly, that many of our largest investors have consistently indicated during our engagement sessions over the past two years that they consider our gold-focused peer group to be the most relevant and appropriate for compensation benchmarking purposes.

The following table represents a detailed comparison of our selected peer group:

Table 2 — Comparison to Selected Peer Group

26