NOVAGOLD RESOURCES INC (NG)
Sector: Materials
2026 Annual Meeting Analysis
NOVAGOLD RESOURCES INC · Meeting: May 14, 2026
Directors FOR
5
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Dorward-King has served since 2020 and her full tenure overlaps the period during which NOVAGOLD's stock lagged its gold-mining peers by roughly 141 percentage points over three years; the 5-year record is also poor (NG down ~30% vs peers up ~88%), so the longer track record does not rescue the 3-year underperformance trigger.
Dr. Kaplan has chaired the board since 2011 and his long tenure fully encompasses the period in which NOVAGOLD's shares trailed peer gold miners by ~141 percentage points over three years; the 5-year record is equally weak, confirming this is sustained rather than temporary underperformance.
Mr. Lang has served as both CEO and director since 2012 and is fully accountable for the period in which NOVAGOLD's shares lagged peer gold miners by ~141 percentage points over three years; under policy, executive directors face the same TSR trigger as all other directors, and the 5-year record does not provide a mitigant.
Mr. Madhavpeddi has served since 2007 and his tenure fully encompasses the sustained period of underperformance versus peers; both the 3-year and 5-year relative TSR checks trigger the policy threshold, and no mitigating circumstances apply.
Mr. Schutt has served since 2019 and his full tenure overlaps the three-year period in which NOVAGOLD lagged its peer gold miners by ~141 percentage points; the 5-year data confirms this is not a temporary trough, so no downgrade from Against to For is warranted.
For Analysis
Mr. Erfan joined the board in July 2025, less than 24 months before the meeting, so he is exempt from the TSR underperformance trigger under policy; no other disqualifying flags apply.
Mr. Kyle joined in 2023 and his tenure covers less than half of the three-year underperformance window; per policy the trigger is flagged but not automatically applied, and no other disqualifying factors are present.
Mr. McArthur joined in 2022 and his tenure covers less than half of the three-year measurement window used for the underperformance trigger; per policy the trigger is flagged but not automatically applied, and no other disqualifying factors are present.
Mr. Muñiz joined in 2023 and his tenure covers less than half of the three-year measurement window; per policy the trigger is flagged but not automatically applied, and no other disqualifying factors are present.
Ms. Whittaker joined in 2023 and her tenure covers less than half of the three-year measurement window; per policy the trigger is flagged but not automatically applied, and no other disqualifying factors are present.
NOVAGOLD's stock returned +46.6% over three years, which looks positive in isolation, but its gold-mining peer group returned a median of +187.5% over the same period — a gap of ~141 percentage points that far exceeds the 65-point threshold the policy requires before voting against long-tenured directors. The 5-year record is also poor (NG down ~30% vs peers up ~88%), meaning there is no long-term track record to offset the 3-year underperformance. Accordingly, the policy triggers a vote AGAINST the six directors whose tenure meaningfully overlaps the underperformance period (Dorward-King, Kaplan, Lang, Madhavpeddi, Schutt, and the CEO/director Lang). The four newer directors (Erfan, Kyle, McArthur, Muñiz, Whittaker) are exempt or receive only a proportional flag because their tenure is too short to hold them fully accountable.
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 lagged its gold-mining peers by roughly 141 percentage points over three years — the exact scenario where policy requires a No vote because above-benchmark incentive pay is not aligned with what shareholders actually experienced. The proxy also discloses that holders of approximately 34% of shares voted against executive compensation at the 2025 annual meeting, a level of dissent that exceeds the 30% threshold signalling a significant shareholder concern, and while the company conducted enhanced outreach, the structural pay-for-performance disconnect described above remains. Combined, these two independent triggers — pay-for-performance misalignment and meaningful prior-year opposition — support a vote AGAINST.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$670,600
Non-Audit Fees
$2,800
Non-audit fees (C$2,800 for software licensing) represent less than 1% of audit fees (C$670,600), which is well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $2.5B company, there are no disclosed restatements, and auditor tenure is not stated in the filing so the tenure trigger cannot fire.
Actual Vote Results
8-K filed May 19, 2026
Other Proposals
Proposal 1
Amendment to the Company's Stock Award Plan
Proposal 2
Approval of unallocated entitlements under the Stock Award Plan, Performance Share Unit Plan and Deferred Share Unit Plan
Overall Assessment
The most consequential issue at NOVAGOLD's 2026 annual meeting is sustained stock underperformance: over the past three years the company's shares returned +47% while its gold-mining peer group returned a median of +188%, a gap so wide that the policy requires votes AGAINST the six longest-serving directors and AGAINST the executive compensation plan. Shareholders should vote FOR the auditor (PwC passes all policy screens cleanly) and consider the equity plan renewal proposals on their own merits, which fall outside current policy coverage.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing