NOVAGOLD RESOURCES INC (NG)
Sector: Materials
2026 Annual Meeting Analysis
NOVAGOLD RESOURCES INC · Meeting: May 14, 2026
Directors FOR
1
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Dorward-King has served since 2020, so her full tenure overlaps the three-year period in which NOVAGOLD's stock returned +48.3% while the company's own peer group returned a median of +210.1% — a gap of nearly 162 percentage points, far exceeding the 50-point threshold that triggers an against vote; the five-year record does not rescue the outcome because NG's five-year return of -1.5% still trails the peer median by roughly 127 percentage points.
Dr. Kaplan has been Chairman since 2011, so his lengthy tenure fully encompasses the three-year underperformance period in which NOVAGOLD lagged its peer group by about 162 percentage points; the five-year record also falls well short, leaving no long-term mitigant available under the policy.
Mr. Kyle joined the board in 2023, so his tenure meaningfully overlaps the three-year underperformance window; NG lagged the peer group median by roughly 162 percentage points over three years, which far exceeds the 50-point trigger threshold, and the five-year record provides no mitigant given NG's negative five-year return versus strongly positive peer returns.
As President, CEO, and director since 2012, Mr. Lang bears direct accountability for the company's strategic direction and his tenure fully overlaps the underperformance period; the policy explicitly states that executive directors are subject to the same TSR trigger as all other directors, and this against vote is independent of the separate say-on-pay evaluation.
Mr. Madhavpeddi has served since 2007, giving him one of the longest tenures on the board, fully encompassing the three-year underperformance period; with a peer gap of roughly 162 percentage points over three years and a negative five-year absolute return, neither the three-year nor the five-year check passes the policy thresholds.
Mr. McArthur joined the board in 2022, so his tenure covers most of the three-year measurement period during which NG trailed its peers by roughly 162 percentage points; the five-year record also fails to provide a mitigant because NG's negative five-year return still lags the peer group by more than 126 percentage points.
Mr. Muñiz joined in 2023 and his tenure meaningfully overlaps the three-year underperformance period; the roughly 162-percentage-point gap versus peers far exceeds the 50-point trigger, and NG's negative five-year absolute return means the five-year mitigant also fails to apply.
Mr. Schutt has served since 2019, so his tenure fully overlaps the three-year underperformance period and the five-year measurement window; NG's five-year return of -1.5% versus the peer median of +125.4% is a gap of about 127 percentage points, which exceeds the 20-point threshold applicable to negative absolute five-year returns, so no mitigant applies.
Ms. Whittaker joined in 2023 and her tenure meaningfully overlaps the three-year underperformance window; NG trailed its peer group by roughly 162 percentage points over three years, far exceeding the 50-point trigger, and the negative five-year absolute return means the five-year mitigant check also fails.
For Analysis
Mr. Erfan joined the board in July 2025, which is less than 24 months before the meeting date, so the policy exempts him from the TSR underperformance trigger; no other disqualifying flags apply.
Nine of ten director nominees receive an AGAINST vote due to significant stock underperformance relative to the company's own disclosed peer group: NOVAGOLD's three-year return of +48.3% lagged the peer median of +210.1% by approximately 162 percentage points, which far exceeds the 50-point threshold that applies when a company posts a strong positive but below-peer return. The five-year record (NG at -1.5% vs. peer median +125.4%) provides no mitigant because the gap also exceeds the applicable threshold. The sole exception is Ali Erfan, who joined the board in July 2025 and is exempt from the TSR trigger under the policy's 24-month new-director protection.
Say on Pay
✗ AGAINSTCEO
Gregory Lang
Total Comp
$5,216,220
Prior Support
N/A
NOVAGOLD's CEO received total compensation of approximately $5.2 million while the company's stock returned +48.3% over three years compared to a peer group median return of +210.1% — a gap of roughly 162 percentage points that far exceeds the policy's 20-percentage-point threshold for pay-for-performance misalignment. The proxy itself acknowledges that shareholders representing approximately 34% of shares voted against executive compensation at the prior annual meeting, and while the company conducted enhanced outreach, the core misalignment between above-benchmark incentive pay and deeply below-peer shareholder returns has not been resolved. Under the policy, above-benchmark incentive compensation paired with severe peer underperformance requires a vote against Say on Pay.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$670,600
Non-Audit Fees
$2,800
PwC's non-audit fees for fiscal 2025 were only C$2,800 (software licensing) against audit fees of C$670,600, a ratio of less than 1%, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy, and there are no disclosed material restatements; PwC is a Big 4 firm appropriate for a company of NOVAGOLD's size and complexity.
Overall Assessment
The 2026 NOVAGOLD annual meeting presents a ballot dominated by a significant stock performance concern: the company's three-year return of +48.3% trails its own disclosed peer group median of +210.1% by approximately 162 percentage points, triggering against votes for nine of ten director nominees (all except newly appointed Ali Erfan) and contributing to an against vote on Say on Pay given the misalignment between above-benchmark executive incentive pay and severely below-peer shareholder returns. The auditor ratification of PwC passes cleanly with negligible non-audit fees and no independence concerns.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing