The $13.6 Million Payday That Made Mark Barnaba Australia's Highest-Paid Director

When the Australian Financial Review published its annual director pay rankings last week, one name sat atop the list with such an enormous margin that it resembled less a survey of corporate Australia and more an autopsy of governance arbitrage. Mark Barnaba, deputy chairman of Fortescue and chairman of Greatland Resources, collected $4.52 million in total director remuneration for FY25, making him the highest-paid non-executive director in the ASX 300.

Elizabeth Gaines came second with $1.88 million. She is the former Fortescue CEO, now deputy chair of Greatland. Both Barnaba and Gaines sit on both boards. Both owe their positions on this list to the same source: a one-off options payout at Greatland that occurred because the ASX's own governance rules made it necessary.

The numbers deserve scrutiny, not because they are excessive in the way that executive pay often is, but because they illuminate something peculiar about how incentive structures interact with listing requirements. Barnaba did not receive a salary of $13.6 million. He received options in 2022 that happened to become extraordinarily valuable, and then had to surrender them because good governance demanded it.

The anatomy of the payout

The options were granted in September 2022. Barnaba received 100 million. Gaines got 55 million. Paul Hallam and James Wilson, the other directors, received 40 million each at an exercise price of 11.9 pence, expiring August 2026.

At the time, Greatland was an AIM-listed exploration company with no revenue and a 30% non-managing interest in the Havieron project, a joint venture with Newcrest. It needed serious Australian mining expertise to convert a promising geological position into something more substantial. Barnaba and Gaines, both Fortescue veterans with extensive networks across Australian capital markets, were the answer. The options were, in the parlance of remuneration consultants, an alignment mechanism. In plainer language: a bet.

The bet paid. In December 2024, Greatland completed the acquisition of the Telfer gold-copper mine and the remaining 70% of Havieron from Newmont subsidiaries for US$475 million. A company with no operating assets suddenly controlled one of Western Australia's more significant gold-copper operations.

Non-executive directors should generally not receive options or performance rights as part of their remuneration. This is because performance-based remuneration may lead to bias in their decision making and compromise their independence and objectivity.

— ASX Corporate Governance Principles, 4th Edition, Commentary to Recommendation 8.2

When Greatland restructured for its June 2025 dual listing on the ASX and AIM, the company faced a problem. The ASX Corporate Governance Principles recommend that non-executive directors should not hold performance-based options. The reasoning is straightforward: options create incentives that may compromise independence. A director holding deep-in-the-money options has a financial interest in approving transactions that inflate the share price, whatever their merit.

So Greatland did what the governance framework implicitly required. It bought out the options. An independent financial advisor valued them at 6.64 pence per option using Black-Scholes methodology. For Barnaba, that meant gross proceeds of GBP 6.64 million, approximately A$13.6 million at prevailing exchange rates. He was required to reinvest 50% in shares. Gaines received around GBP 3.65 million, or roughly A$7.5 million.

The governance paradox

The logic is admirable. The outcome is curious. The ASX's governance principles exist to prevent NEDs from having financial interests that might compromise their judgment. In practice, these rules required Greatland to crystallise a paper gain into actual cash, providing exactly the windfall the principles were designed to prevent. Had Greatland remained on AIM, the options would have continued as an alignment mechanism. It listed on the ASX. They became a payment.

There is something comic about governance rules that inadvertently mandate the largest director payouts in Australian market history. The principle is sound. NEDs should not hold instruments that compromise their independence. But consider the incentive this creates: join early, collect options, wait for the ASX listing, then receive a guaranteed buyout when compliance requires the company to clean up its cap table. It rewards exactly what it purports to prevent.

The maths made Barnaba and Gaines the talk of the AFR's remuneration tables. At 6.64 pence across his 100 million options, Barnaba received gross proceeds of GBP 6.64 million before reinvesting half in shares.

— Stocks Down Under analysis, March 2026

The value question

Whether the payout was excessive depends on what Greatland delivered in return, and here the numbers are difficult to argue with. From December 2024 to June 2025, seven months of operations generated revenue of $961.3 million and profit before tax of $441.9 million. Operating cash flow hit $601.1 million against an acquisition cost of A$540 million. Payback took five months.

By the December 2025 half-year, Greatland posted net profit after tax of $342.9 million. Cash on hand reached $948 million with no debt. The Havieron feasibility study confirmed an ore reserve of 38.5 million tonnes at 2.63 grams per tonne gold and 0.33% copper, with a post-tax NPV of A$2.9 billion. Gold prices above A$6,000 per ounce, combined with all-in sustaining costs of A$2,196 per ounce, produce margins that would make any miner weep with gratitude.

Barnaba and Gaines executed the Newmont acquisition. It transformed Greatland from an AIM-listed explorer into an ASX 300 producer. Whether that contribution was worth $13.6 million and $7.5 million is a question shareholders must answer for themselves. The share price surge suggests most are satisfied.

What the numbers actually mean

Strip away the headline. The structure is clearer. Barnaba's $4.52 million in total FY25 director remuneration includes $3.3 million from Greatland board fees and the balance from Fortescue. The $13.6 million options payout is not recurring. It was a one-time crystallisation of an instrument granted when the company was a fraction of its current size, valued independently, required by governance rules.

This differs from the annual remuneration scandals that periodically consume Australian corporate life. The board did not pay itself handsomely while shareholders suffered. Shareholders have done well. Rewards were not divorced from performance. The acquisition that made the options valuable was the kind of transformative deal the options were designed to produce.

What it reveals is something about the interaction between early-stage company incentives and mature-company governance expectations. Options are standard practice for attracting talent to pre-revenue companies. But when those companies succeed and list on exchanges with stricter governance frameworks, someone has to pay for the transition. In this case, Greatland paid $13.6 million to satisfy governance requirements designed to prevent the very outcome they produced.

The larger question

Director pay in Australia remains a subject of perpetual complaint among governance advocates, institutional investors, and retail shareholders alike. The proxy advisors issue their reports, the AGM season produces its protest votes, and boards continue to pay themselves whatever the market will bear. Barnaba's $4.52 million sits alongside Fortescue's pay controversies, BHP's CEO packages, and the annual ritual of executive pay consultants justifying their existence.

Greatland is unusual. The payout was not produced by a captured board. It was the consequence of governance rules requiring the buyout of instruments granted years earlier when the company's success was uncertain. The options were granted when Greatland had no revenue and a minority interest in a project Newcrest controlled. That they ended up worth $13.6 million reflects gold prices, acquisition strategy, and timing rather than governance failure.

The fifth edition of the ASX Corporate Governance Principles takes effect for financial years commencing July 2025. It retains the recommendation against NED options while removing disclosure requirements now covered by statute. The underlying logic is unchanged: non-executive directors should not hold instruments that compromise their independence. The next pre-listing options buyout will test that logic again.

Greatland's FY26 guidance calls for 260,000 to 310,000 ounces of gold production at AISC of A$2,400 to A$2,800 per ounce, with capital expenditure of A$230 to A$260 million focused on Telfer growth and early Havieron development. First production from Havieron is targeted 2.5 years after final investment decision, with pre-production capital of A$1.1 billion to be funded from Telfer cash flows and a committed A$500 million debt facility. At current gold prices, the company's ability to self-fund appears secure.

Barnaba's options are gone. Converted to cash and shares, they will not influence future board decisions. His ongoing remuneration as Greatland chairman will be lower. The governance principles got what they wanted: an independent director free of performance-based incentives. Mark Barnaba got $13.6 million. Both outcomes are consistent with the rules.