NovaGold Resources (NG) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for May 15, 2025, includes an advisory vote on executive compensation (Say-on-Pay).

• Shareholder engagement remains a high priority, with active outreach to holders of 80%+ of shares.

• Donlin Gold project development is central to company strategy and compensation rationale.

• NOVAGOLD's ownership in Donlin Gold is expected to increase from 50% to 60% by mid-2025, enhancing project influence.

Voting matters and shareholder proposals

• Advisory vote on executive compensation is a key agenda item, with mixed recommendations from proxy advisors ISS (against) and Glass Lewis (for).

• Historical Say-on-Pay support averages 91.28% approval over the past three years.

Board of directors and corporate governance

• Compensation Committee actively engages with shareholders and incorporates feedback into governance practices.

• Board approved discretionary vesting of 25% of 2021 PSUs after performance criteria were not met, citing retention and alignment interests.