By Alistair MacDonald And Ben Dummett 

North America's biggest proxy-advisory firm has told investors at Barrick Gold Corp. to vote against chairman John Thornton's $13 million 2014 pay package, adding to growing investor disquiet over governance practices at the world's largest gold miner.

Institutional Shareholder Services said that the former Goldman Sachs president's 36% pay rise was unwarranted given Barrick's share price underperformed its peers. Last year, Barrick's share price lost over a third of its value. In recent years, Barrick has been dogged by investors' concerns that the company was paying Mr. Thornton too much.

Mr. Thornton was paid $5 million in cash and was given $7 million to buy Barrick shares for the year ended Dec. 31, 2014, according to the company's annual management circular. A further $913,547 was awarded to Mr. Thornton in pension and other benefits.

"At a time when shareholder returns have significantly lagged peer companies, that total compensation for Thornton ... has nevertheless increased significantly in the most recent year is seen to be problematic at a minimum and seemingly unwarranted," ISS said in a report viewed by the Wall Street Journal.

As North America's biggest proxy-advisory firm, Institutional Shareholder Services, is considered by many the most influential with institutional investors that rely on these services for voting recommendations.

Glass Lewis & Co., another prominent proxy advisory firm, also recommended investors vote against the company's executive compensation, arguing it is "excessive" and highlights a "disconnect" between pay and performance.

"In general we find Mr. Thornton's compensation structure, and the disclosure of that structure, highly irregular and concerning, particularly when compared to executives compensated at a similar level, " Glass Lewis said.

Many investors are already frustrated by the pay package of Mr. Thornton and other gold miners.

"Gold company shareholders are suffering double-digit losses and falling dividends," said Joe Foster, a fund manager at Van Eck Associates Corp., which is one of Barrick's largest shareholders. "I don't see how any gold mining executive can justify an increase in compensation in the midst of a historic bear market."

But Mr. Thornton has been singled out by many investors, given a history of what they see as high payments at a time of corporate underperformance.

"Compensation should be commensurate with performance," said Robert Gill, a Barrick investor at Lincluden Investment Management. Barrick is "paying a lofty compensation package irrespective of performance," he said in an email.

Mr. Thornton's pay is larger than that of his peers. Last year, Newmont Mining Corp., the world's second largest gold miner measured by production, paid its non-executive chairman, Vincent A. Calarco, $572,000, according to the company's proxy form.

A Barrick spokesman said that Mr. Thornton, unlike many other gold mining chairmen, is an executive chairman. This role typically wields more influence over company operations.

Mr. Thornton was also paid more than Barrick's joint chief executive officers, Jim Gowans and Kelvin Dushnisky, who were awarded $7.3 million and $4.5 million, respectively, in cash and shares.

The Toronto miner said last year that it would compensate senior staff based on a publicly available scorecard that measures shareholder returns and dividends, among other metrics, and that it would pay a significant portion of compensation in shares that can only be sold when those employees leave the company.

A spokesman for Barrick said that one of Mr. Thornton's metrics was in leading and implementing a "transformational strategy."

"Mr. Thornton's performance metric was not short-term share price moves, it was to make transformational reforms," he said. The spokesman said that just over half of the pay was in shares that cannot be vested till Mr. Thornton retires and that the chairman has also bought some 700,000 shares with his own money.

In recent months, Barrick has cut head office staff and talked of becoming more entrepreneurial by making decisions closer to the actual mines.

Seymour Schulich, a former mining executive who is among Barrick's largest investors, believes that Mr. Thornton has made those changes and that they are positive for the company. But like many other investors, he is still surprised at the rise in Mr. Thornton's pay.

"To raise a salary in a year like that, I don't agree with," he said.

Write to Alistair MacDonald at alistair.macdonald@wsj.com and Ben Dummett at ben.dummett@wsj.com

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