NovaGold Resources (NG) Proxy filing summary

Executive summary

• Proxy advisors ISS and Glass Lewis recommended voting against the Say-on-Pay proposal, despite acknowledging improvements and strengths in the compensation program for 2025.

• The company disagrees with these recommendations, citing strong shareholder engagement, pay-for-performance alignment, and a compensation structure tailored to its development-stage profile.

• Total Shareholder Return (TSR) outperformed key benchmarks over one- and three-year periods, and compensation decisions reflect this performance.

• The compensation peer group was updated to better reflect the company's unique operational profile and development stage.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the Advisory Vote on Executive Compensation (Say-on-Pay) at the May 14, 2026 AGM.

• The board urges shareholders to vote FOR the Say-on-Pay resolution, emphasizing leadership continuity and alignment with shareholder interests.

Board of directors and corporate governance

• The board and compensation committee conducted extensive shareholder engagement, reaching 92.7% of outstanding voting shares, including targeted outreach to prior Say-on-Pay dissenters.

• Enhanced communication and transparency around compensation decisions and outcomes are ongoing priorities.