Royal Gold : 2021 Proxy Statement

WEDNESDAY, NOVEMBER 17, 2021

AT 9:00 AM MOUNTAIN TIME

VIRTUAL ANNUAL MEETING OF

STOCKHOLDERS

NOTICE OF 2021 VIRTUAL ANNUAL MEETING & PROXY STATEMENT

A MESSAGE FROM THE CHAIRMAN OF THE BOARD

The benefits of our continued commitment to long-term strategic objectives were evident once again in the record financial results we delivered in 2021.

William Hayes

DEAR FELLOW STOCKHOLDERS,

Fiscal year 2021 was another excellent year for Royal Gold. Strong performance from our portfolio allowed us to deliver record financial results for another year, and we continued to invest in the business and added growth to the portfolio. We also strengthened our balance sheet to ensure we remain positioned to act on future business opportunities. As stockholders ourselves, your Board remains committed to ensuring that stockholders benefit from these efforts as directly as possible, and we achieved all these results without diluting your interests by issuing new equity. We also recognize the importance of returning capital to stockholders and raised our dividend for the 20th consecutive year, a record that is unmatched in the global precious metals industry.

We also continued our long-standing commitment to corporate governance best practices, and, after a thorough search process, Fabiana Chubbs was nominated by our Board and appointed by stockholders as our newest member of the Board. We firmly believe that senior-level experience in our sector is required for Board success, and

Ms. Chubbs brings a wealth of knowledge from a career in finance and the mining business. In addition to her

executive experience in the gold industry, her background and qualifications position her well to join the Audit and Finance Committee. Ms. Chubbs brings a fresh perspective to Board discussions, and we are pleased to welcome her.

Additionally, we approved a change in our fiscal year end from June 30 to December 31, effective as of December 31, 2021. We determined that it is in the best interest of stockholders and prospective investors to more closely align our reporting and disclosure with that of most of our counterparties and peers in the precious metals sector, which will allow market participants to more closely evaluate and compare our performance against other companies in the sector. With this change, we will move the timing of our annual stockholders' meeting from November to May, starting in 2022.

We look forward to reviewing the achievements of the year with you, and you are cordially invited to join us virtually for our 2021 annual meeting of stockholders on November 17, 2021, at 9 a.m. mountain time. Holders of record of our common stock on September 20, 2021, are entitled to notice of and to vote at the virtual annual meeting. The accompanying notice of virtual annual meeting and proxy statement describe the business to be conducted at the meeting.

Thank you for your support.

Sincerely,

William Hayes

Chairman of the Board

PLEASE VOTE

It is important that your shares are represented and voted at the virtual annual meeting. Even if you expect to log into the virtual annual meeting, please vote your shares as promptly as possible by telephone or the internet or by signing, dating, and returning the proxy card mailed to you if you received a paper copy of this proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL STOCKHOLDERS' MEETING TO BE HELD ON NOVEMBER 17, 2021:

Our notice of virtual annual meeting and proxy statement, annual report on Form 10-K, electronic proxy card, and other materials for the annual meeting are available on the internet at www.proxyvote.com together with any amendments that may be made to any of these documents.

TABLE OF CONTENTS

• NOTICE OF 2021 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

• PROXY SUMMARY

• Proposal Highlights

• Corporate Governance Highlights

• Social Responsibility At A Glance

• Executive Compensation Highlights

1. PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
2. Board of Directors

19 The Board's Role and Responsibilities

1. Board Structure
2. Board Practices, Processes, and Policies

29 Director Compensation

1. PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
2. Compensation, Nominating, and Governance Committee Report
3. Compensation Discussion and Analysis

34 Executive Summary

40 Elements of Total Direct Compensation

47 Executive Compensation Process

49 Other Key Compensation Practices

52 Executive Compensation Tables

61 Other Compensation Matters

1. PROPOSAL 3: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS
2. Audit and Finance Committee Report
3. STOCK OWNERSHIP INFORMATION

64 Security Ownership of Certain Beneficial Owners and Management

1. Equity Compensation Plan Information
2. OTHER INFORMATION

67 Other Business

67 Stockholder Proposals for the 2022 Annual Meeting

67 Annual Report on Form 10-K

1. Stockholders Entitled to Vote as of Record Date
2. Internet Availability of Proxy Materials

68 Voting your Shares

1. Instructions for the Virtual Annual Meeting
2. Revocation of Proxy or Voting Instruction Form

69 Quorum and Votes Required to Approve Proposals

69 Tabulation of Votes

69 Solicitation Costs

69 Eliminating Duplicate Mailings

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward- looking statements are often identified by words like "will," "may," "could," "should," "would," "believe," "estimate," "expect," "anticipate," "plan," "forecast," "potential," "intend," "continue," "project," or negatives of these words or similar expressions. Factors that could cause actual results to differ materially from our forward-looking statements are included in our Annual Report on Form 10-K.Forward-looking statements speak only as of the date of this proxy statement. We disclaim any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

When	Where	Who
Wednesday,	Virtual-Only Meeting at	You are eligible to vote at the virtual annual meeting
November 17, 2021	www.virtualshareholder	and any postponement or adjournment of the
9:00 a.m. mountain time	meeting.com/RGLD2021	meeting if you are a holder of Royal Gold's common
		stock at the close of business on September 20,
		2021.
		Board
Items of Business		Recommendation
Proposal 1		FOR EACH DIRECTOR NOMINEE
The election of the two Class I director nominees identified in the accompanying proxy statement
Proposal 2		FOR
The approval, on an advisory basis, of the compensation of our named executive officers
Proposal 3		FOR

The ratification of the appointment of Ernst & Young LLP as our independent registered public accountant for the fiscal stub period ending December 31, 2021

Stockholders will transact any other business as may properly be brought before the meeting and any postponement or adjournment of the meeting.

VIRTUAL-ONLY MEETING

The annual meeting will be held entirely online via live audio webcast due to continued uncertainty around the COVID-19 pandemic and to support the health and wellbeing of our stockholders, directors, employees, and other stakeholders. You can attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/RGLD2021, where authenticated stockholders will be able to listen to the meeting live, submit questions, and vote. There will be no physical location for stockholders to attend.

MEETING MATERIALS

We are providing our "Notice of Internet Availability of Proxy Materials" to stockholders beginning on or about October 4, 2021. This document contains instructions on how you can 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. Our proxy materials can also be viewed on our website at www.royalgold.com under "Investors - Proxy Materials."

BY ORDER OF THE BOARD OF DIRECTORS

Margaret McCandless

Assistant General Counsel, Chief Compliance Officer, and Corporate Secretary

October 4, 2021

2021 PROXY STATEMENT

1