Ivanhoe Electric Inc PRE 14A, filed Mar 18, 2025

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AC Meeting Room, AC Hotel Phoenix Tempe/Downtown
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Thursday
June 5, 2025

Ivanhoe Electric Inc. (IE)

PRE 14A 2025-03-18 For: 2025-06-05

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Added on October 22, 2026

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				Our Board’s Recommendation
	Proposal One — Election of Directors: The election of nine directors for terms to expire in 2026.			FOR
	Proposal Two — Non-Binding, Advisory Vote to Approve Executive Compensation: To seek an advisory vote on the approval of our executive compensation.			FOR
	Proposal Three — Ratification of Auditors: To ratify the appointment of Deloitte LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2025.			FOR
	Proposal Four — Approval of Amendment and Restatement of the Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions.			FOR


				Page
	GENERAL INFORMATION			1
	ABOUT IVANHOE ELECTRIC INC.			5
	ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)			5
	PROPOSAL 1 - ELECTION OF DIRECTORS			6
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			7
	Director Nominees			7
	The Board of Directors			8
	Arrangements or Understandings			11
	Family Relationships			11
	Board of Directors Leadership Structure			11
	Director Independence			11
	Diversity			11
	Board of Directors’ Role in Risk Oversight			12
	Committees of the Board of Directors			12
	Meetings and Attendance			14
	Code of Business Conduct and Ethics			14
	Compensation Committee Interlocks and Insider Participation			14
	Communication with the Board of Directors			14
	NON-EMPLOYEE DIRECTOR COMPENSATION			14
	Non-Employee Director Equity Compensation Policy			14
	2024 Non-Employee Directors Compensation Table			15
	PROPOSAL 2 – NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			16
	COMPENSATION DISCUSSION AND ANALYSIS			17
	Roles of the Compensation and Nominating Committee and Management			17
	Annual Compensation Cycle and Decision-Making Process			18
	Equity Compensation			18
	Compensation Risk Management			19
	Independent Executive Compensation Evaluation			19
	Employee Benefits			20
	REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS			20
	COMPENSATION POLICIES AND PRACTICES			20
	Stock Ownership Policy for Executives Officers and Non-Employee Directors			20
	Clawback Policy			21
	Insider Trading Compliance Policy			21
	Anti-Hedging			21
	Anti-Short Sales and Anti-Margins			22


	EXECUTIVE OFFICERS			22
	EXECUTIVE COMPENSATION			25
	2024 Summary Compensation Table			25
	Executive Employment Agreements			26
	Fiscal 2024 Grants of Plan-Based Awards Table			27
	Restricted Stock Unit Grants			28
	Stock Option Grants			28
	2024 Fiscal Year-End Outstanding Equity Awards Table			29
	Fiscal 2024 Option Exercises and Stock Vested Table			30
	Potential Payments Upon Termination or Change in Control			30
	2024 Potential Payments on Termination Table			31
	CEO Pay Ratio			33
	Pay Versus Performance			33
	Long Term Incentive Plan			36
	Ivanhoe Electric Inc. Equity Incentive Plan			38
	VRB Energy, Inc. Stock Option Plan			38
	Cordoba Minerals Corp. Amended Stock Option Plan			39
	Cordoba Minerals Corp. Amended Long Term Incentive Plan			39
	Kaizen Discovery Inc. Stock Option Plan and Kaizen Discovery Inc. Long Term Incentive Plan			39
	Computational Geosciences Inc. Amended & Restated 2011 Incentive Stock Option Plan			39
	Securities Authorized for Issuance Under Long Term Incentive Plan Table			40
	PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			41
	RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			42
	Fees and Services of Deloitte LLP			42
	Audit Committee Pre-Approval Policies and Procedures			42
	PROPOSAL 4-APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS			44
	REPORT OF THE AUDIT COMMITTEE			42
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			45
	OWNERSHIP OF THE COMPANY			49
	Security Ownership of Certain Beneficial Owners and Management			49
	DELINQUENT SECTION 16(a) REPORTS			51
	OTHER MATTERS			51
	APPENDIX A – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			A-1




Health & Safety	Sustainability	Governance
Created Board of Directors Committee with oversight on Health, Safety, and Environment	Published inaugural sustainability practices summary and Conducted initial materiality assessment	Developed and published several policies, including Health, Safety, and Environment; and Supplier Code of Conduct


Name⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)⁽⁷⁾	All Other Compensation ($)	Total ($)
Russell Ball⁽²⁾	$50,000	—	$99,992	—	$149,992
Sofia Bianchi⁽³⁾	$35,000	—	$99,992	—	$134,992
Victoire de Margerie⁽²⁾	$30,000	—	$99,992	—	$129,992
Hirofumi Katase⁽⁴⁾	$30,000	—	$99,992	—	$129,992
Patrick Loftus-Hills⁽⁵⁾	$40,000	—	$99,992	—	$139,992
Priya Patil⁽²⁾	$45,000	—	$99,992	—	$144,992
Ronald Vance⁽⁶⁾	$45,000	—	$99,992	—	$144,992


	Robert Friedland
	Executive Chairman of the Board of Directors Age: 74 Director Since: 2021			Mr. Friedland has served as Executive Chairman of the Board of Directors since November 21, 2022. Prior to that time, Mr. Friedland was Chief Executive Officer from July 16, 2020 to November 21, 2022, and Chairman of the Board from June 30, 2021 to November 21, 2022. Mr. Friedland has over thirty years of experience and has been recognized by leaders of the international financial sector and mineral resource industries as an entrepreneurial explorer, technology innovator and company builder. Since July 1988, Mr. Friedland has been the Director, President, and Chief Executive Officer of Ivanhoe Capital Corporation, a family office and investment company. Mr. Friedland is the founder of Ivanhoe Mines Ltd., and has held the position of Executive Co-Chairman since September 2018 (previously Chairman from 2000). Mr. Friedland served as CEO of Ivanhoe Mines from April 2021 to November 2022. He was a Director, Chairman and President of Ivanhoe Pictures, Inc. from May 2013 to December 2021, and Co-Chair of SK Global Entertainment, Inc. from February 2017 to December 2021. He has been, the Chairman of VRB Energy Inc. since June 2018 and Chairman (January 1991) and Interim CEO (June 2023) of I-Pulse Inc. As one of the most recognized mining executives and achievers in the world, Mr. Friedland is dedicated to serving on numerous boards in the natural resources sector. These positions include: Co-Chairman and Director of Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited), (September 2016) Chief Executive Officer of High Power Exploration Inc. (now called Ivanhoe Atlantic Inc.) from December 2015 to July 2022 and Chairman from January 2018 to July 2022; a Director of Blue Spark Energy Systems Inc. (May 2024) and Pure Lithium Corporation (April 2022); and from June 2020 to June 2021 served as Chairman of Gold X Mining Corp., which was acquired by Gran Colombia in June 2021. Mr. Friedland was the Chief Executive Officer from July 2020 to February 2022 and a founder of Ivanhoe Capital Acquisition Corp., a NYSE-listed special purpose acquisition corporation that completed its merger with SES AI Corporation (“SES”), a lithium-metal battery developer, in February 2022. He served as a Director of SES until March 15, 2023. Since April 2022, Mr. Friedland has served as the Chairman of Energy Capital Group. Mr. Friedland graduated with a degree in political science from Reed College.


	Taylor Melvin
	Director Age: 55 Director Since: 2022			Mr. Melvin has served as our Chief Executive Officer, President and member of our Board of Directors since November 2022. Mr. Melvin has over twenty years of experience in the natural resources sector as a senior corporate development professional and investment banker. Prior to joining Ivanhoe Electric, Mr. Melvin was President and Chief Executive Officer of privately held Battery Metals Streaming Corp. from March 2022 to August 2022. Mr. Melvin served as Vice President, Corporate Development for Freeport-McMoRan Inc. (NYSE: FCX) from June 2018 to March 2022, after having served as the company’s Director – Finance & Business Development since 2008. Prior to joining Freeport-McMoRan in 2008, Mr. Melvin was an Executive Director in J.P. Morgan’s Natural Resources investment banking group in New York. Mr. Melvin received his Bachelor of Science in Business Administration and his MBA from the University of North Carolina at Chapel Hill.


	Russell Ball
	Independent Director Age: 57 Director Since: 2022			Mr. Ball has served as a Director since June 30, 2022. He is the Chair and a member of the Audit Committee as well as a member of the Compensation and Nominating Committee. Mr. Ball is an international mining executive with over thirty years of experience. He was the Chief Executive Officer of Calibre Mining Corp. (TSX: CXB) from October 2019 to February 2021 and Chair of the board from November 2018 to February 2021. From May 2013 to December 2017, Mr. Ball held various executive positions with Goldcorp Inc. (TSX: G; NYSE: GG) and was Goldcorp’s Executive Vice President Corporate Development and Chief Financial Officer from March 2016 to November 2017. Prior to that, Mr. Ball held various positions with Newmont Mining Corporation (NYSE: NEM) from 1994 to 2013 and was Executive Vice President and Chief Financial Officer from 2008 to May 2013. Mr. Ball is a Non-Executive Chair of the board of Faraday Copper Corp. (TSX:FDY) and is a Director of Southern Silver Exploration Corp (TSX.V: SSL). Mr. Ball qualified as a Chartered Accountant (South Africa) and as a Certified Public Accountant in the United States. He holds a Masters in Accounting and a Post-Graduate Diploma in Accounting from the University of Natal (South Africa).


	Sofia Bianchi
	Director Age: 68 Director Since: 2023			Ms. Bianchi has served as a Director since July 2023 and is a member of the Health, Safety and Environmental Committee. Ms. Bianchi has over thirty-seven years of finance experience and has held several executive and director positions internationally. She is currently the founding partner at Atlante Capital Partners, an investment firm focused on financial restructuring, since May 2016. She also serves as Chair of Canagold Resources Ltd. (CCM:CA) since July 2022, as a Non-Executive Director of Saudi Arabian Mining Company (“Ma’aden”) (Saudi Stock Exchange Tadawul) since December 2022, and as a Non-Executive Director of Manara Minerals Investment Company of Riyadh, Saudi Arabia, a venture between Ma’aden and the Public Investment Fund (“PIF”) to invest in mining assets globally since June 2003. She is also a Non-Executive Director of Sitex SA and Spitex Perspecta AG (SOL SpA Group), companies specializing in home-based healthcare, since 2017 and 2019, respectively; and an Independent Non-Executive Director of Yellow Cake plc. (AIM:YCA), a uranium company, since 2018. Formerly Ms. Bianchi served as Head of Special Situations at the CDC Group and served on the boards of Feronia Inc. (TSX) from January 2019 to July 2020 and ARM Cement PLC (Nairobi Securities Exchange) from January 2018 to January 2019 during the companies’ financial and operational restructuring. Ms. Bianchi also served as a Director of Endeavour Mining Corporation (TSX & LSE) from November 2019 to May 2022 and as a Director of Kenmare Resources Plc (LSE & Dublin Stock Exchange) from April 2008 to May 2017. Ms. Bianchi holds a Master’s degree in finance from the University of Pennsylvania – Wharton Business School, and a Bachelor of Arts degree in Economics from George Washington University.


	Hirofumi Katase
	Director Age: 65 Director Since: 2022			Mr. Katase has served as a Director since January 2022. Mr. Katase has served as Executive Vice Chairman, Director General of Industrial Science and Technology, Executive Vice Chairman, a member of the Board of Directors of I-Pulse Inc and President of I-Pulse Japan Co., Ltd., I-Pulse’s operating subsidiary in Japan since December 2017. Mr. Katase has been the Chief Executive Officer of G-Pulse Inc., a subsidiary of I-Pulse developing a drilling technology based on high pulsed power, since February 2022 and has served as Chairman of Geo Dreams Inc. since January 2022. Mr. Katase served as a Director of VRB Energy since February 2022; a Director of Geo Power Innovations since September 2019; a Director of MinebeaMitsumi, a manufacturing company, since July 2021; and as Present Representative Director of Ibis Inc. since June 2021. Prior to these roles, he most recently served as Japan’s Vice Minister for International Affairs at the Ministry of the Economy, Trade and Industry (“METI”) from June 2016 to July 2017. He held numerous management positions in trade, energy and industrial policy at METI since joining in 1982. During his time at METI, Mr. Katase served in multiple Director General positions, including for the Industrial Science and Technology Policy and Environment Bureau and Trade Policy Bureau, where he led efforts that contributed to the signing of the Trans-Pacific Partnership, among other international agreements. He also was previously Deputy Secretary-General of the Secretariat of Strategic Headquarters for Space Policy at the Cabinet Office, where he helped establish the Office of National Space Policy, the headquarters responsible for Japan’s development of space policy and deployment of space infrastructure. He was also a Director of the Oil and Natural Gas division at METI, where he led Japan’s upstream hydrocarbon policy for four years. At METI, he also served as a Director of the Aerospace and Defense Industry division where he worked on launching the Mitsubishi Regional Jet (MRJ) program and cultivated international partnerships for the development of aircraft and aircraft engines. Mr. Katase earned a Bachelor’s degree in law from the University of Tokyo and a Master’s degree in applied economics from the University of Michigan.


	Patrick Loftus-Hills
	Independent Director Age: 59 Director Since: 2023			Mr. Loftus-Hills has served as a Director since March 2023. He is a member of the Compensation and Nominating Committee and a member of the Health, Safety and Environmental Committee. Mr. Loftus-Hills brings over thirty-five years of experience in the global mining industry and since 2001 has been a Senior Advisor at Moelis & Company, a New York-based investment bank. He was a former Partner and Managing Director at Moelis & Company from 2011 to December 2021. Prior to joining Moelis & Company in 2011, Mr. Loftus-Hills was the Joint Head of the Asian Industrials Group and Head of Natural Resources at UBS in Hong Kong and held leadership roles in the UBS global mining team in New York and Australia. He spent over twenty-five years in investment banking advising global mining companies on a range of transactions, including cross-border M&A and capital raises. Since May 2022, Mr. Loftus-Hills has been a Managing Member - Advisor of Sweetwater Royalties LLC, an Orion Resource Partners portfolio company, Chairman of the Monash University US Leadership Council, Co-Chairman of the US Friends of the Australian Chamber Orchestra and Vice Chairman of the AUS USA Foundation. He holds Law and Science degrees from Monash University in Australia.


	Victoire de Margerie
	Independent Director Age:62 Director Since: 2022			Ms. de Margerie has served as a Director since June 30, 2022. Prof. de Margerie is the Executive Chairman/Reference Shareholder of Rondol Industrie SAS, a deep technology startup that develops extrusion machinery for drug formulations and other high tech applications since 2012. Since 2023, she also is a Director and Chair of the Technology & Growth Committee of Verkor (France - EV Batteries). Prof. de Margerie has spent thirty-five years in the Materials Industry in Canada, France, Germany, the United Kingdom and the United States, first as an executive and since 2006 as a Board Director. Prof. de Margerie was a Director of Eurazeo (Euronext Paris) from 2012 to 2024, a Director and Chair of the Innovation & Growth Committee of Arkema SA (Euronext Paris: AKE) from 2012 to 2023, a Director of Babcock International Group (LSE: BAB) from 2016 to 2021, a Director of Morgan Ceramics from 2012-2016, a Director of Norsk Hydro from 2012 to 2014, and a Director at Outokumpu from 2007-2011. She was previously a Director of European industrial companies such as Italcementi from 2006-2016. Prof. de Margerie is also Founder & Vice Chairman of World Materials Forum since 2014, she was elected an Academician at the National Academy of Technologies of France in 2019 and joined the board of Mines ParisTech in 2020. She graduated from HEC Paris and Sciences Po Paris and holds a PhD in Management Science from Université de Paris 2, Pantheon Assas. She was also a Professor of Strategy & Technology Management at Grenoble School of Management between 2003 and 2011.


	Priya Patil
	Independent Director Age: 62 Director Since: 2022			Ms. Patil has served as a Director since June 30, 2022. She is the Chair and a member of the Compensation and Nominating Committee as well as a member of the Audit Committee. Ms. Patil is an experienced corporate director, former senior public company executive, and investment banker. In 2016, she began serving as an independent corporate director of public companies and as a volunteer board member of universities and other economy-focused organizations since 2003. She was Head, Business Development (Diversified Industries) of the TSX from 2014 to 2016. She was Managing Director, Partner, and Founding Partner (Eastern Operations) of PI Financial Corp. and a Managing Director, Partner and Head of Investment Banking of Loewen Ondaatje McCutcheon. Ms. Patil was the global general corporate counsel of Breakwater Global Resources Ltd, a Canadian and U.S. listed mining company. She started her career as an attorney with Brobeck, Phleger & Harrison LLP in Palo Alto, California. Ms. Patil was a Director of Rambler Metals & Mining PLC (AIM of LSE: RMM), Chair of its Compensation, Governance and Nominations Committee and a member of its Audit and Safety, Health, Environment and Community committees. She also served on the Board of Signature Resources Inc. (TSX-V: SIG). From 2016 to 2019, she was an Independent Corporate Director of Alexandria Minerals Corporation, Chair of its Audit Committee and a member of the Management & Special Committee. Ms. Patil holds a J.D. from the University of Ottawa and a B.Sc. (Statistics and Computer Sciences), University of Bombay. Ms. Patil has completed the Directors Education Program at the Rotman School of Management (University of Toronto) and the Innovation Governance Program of the Council of Canadian Innovators. She is a member of the State Bar of California, the Ontario Bar (Law Society of Ontario) and Charter of the Institute of Corporate Directors (ICD.D). From 2019 to 2022, she served as a Board Member of the Council of Great Lakes Region. From 2016 to 2019 she was an Advisory Board Member of the University of Ottawa, Faculty of Law. She served as an Advisory Board Member of the Metropolitan Toronto University, Digital Media Zone between 2016 to 2019 and as a Board Member of the Association of Corporate Growth between 2015 to 2019.


	Ronald Vance
	Independent Director Age: 72 Director Since: 2023			Mr. Vance has served as a Director since June 2023. He is the Chair and a member of the Health, Safety and Environmental Committee as well as a member of the Audit Committee. Mr. Vance is a corporate director and retired senior executive with a distinguished track record in corporate development, corporate finance advisory and marketing management. He has over forty years of experience in mining and corporate development. Mr. Vance retired from Teck Resources Limited where he served as Senior Vice President, Corporate Development from 2006 to 2014. Prior to joining Teck Resources, Mr. Vance worked as a Managing Director of Rothschild (Denver) Inc. from 1991 to 2000 and as Managing Director/Senior Advisor of Rothschild Inc. from 2000 to 2005. Mr. Vance is currently an Independent Director of Royal Gold Inc. (NASDAQ: RGLD) and serves as a member of its Audit and Finance Committee. Mr. Vance served as Chairman of the Board of Southern Peaks Mining, L.P. in 2018.


NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS


Role of Compensation and Nominating Committee			Role of Management
In fulfilling its mandate, the Compensation and Nominating Committee is responsible for the following: • reviewing performance of NEOs and other executive officers; • evaluating the Chief Executive Officer compensation and providing recommendations to the Board of Directors; • reviewing proposed compensation of the NEOs and other executive officers and providing recommendations to the Board of Directors; • reviewing and providing recommendations to the Board of Directors broader policies on compensation; and • reporting regularly to the Board of Directors on all of Compensation and Nominating Committee activities during the year.			Management makes recommendations to the Compensation and Nominating Committee and keeps the committee informed of best practices regarding the following: • the annual Company objectives; • the annual individual objectives and goals of the NEOs and other executive officers; • proposed compensation adjustments for the NEOs and other executive officers, excluding the Executive Chairman and Chief Executive Officer; • the Company’s policies on compensation; and • equity-based compensation plans and amendments to such plans, as necessary.


COMPENSATION ELEMENT	OBJECTIVE	KEY COMPONENTS
BASE SALARY
Cash	• Attract and retain top talent by offering competitive salaries.	• Annual individual review of goals and objectives.
SHORT TERM INCENTIVES
Cash Bonus	• Reward and motivate executives to meet or exceed annual performance goals.	• Determined by individual employment agreements • Target is based on Company and individual performance
LONG TERM INCENTIVE PLAN
Stock Option Awards	• Retain top talent by awarding opportunity to share directly in the Company’s success through stock holdings.	• 3-year ratable vesting to promote long term commitment.
Restricted Stock Unit (“RSU”) Awards¹	• Incentivize executives to remain with the Company and invest in its growth.	• 3-year ratable vesting to promote long term commitment.
Performance Share Unit (“PSU”) Awards^1,2	• Incentivize and reward executive officers for achieving multi-year strategic objectives.	• 3-year cliff vesting based on performance measured by TSR relative to our peers.
BENEFITS
Healthcare, 401k, Disability, Life Insurance, Relocation Costs	• Ensure the health and well-being of executives. • Provide long term financial investments for executives’ post-retirement.	• Executives receive the same health benefit programs as other salaried employees. • Company contributes 3% of the executive’s salary toward their 401k.




Health, Safety and Environment	Operational Performance	Corporate Development
Prioritizing safety awareness, incident reporting and injury risk management	Execution of drilling plans for exploration and to support technical studies and technical study preparation	Review and analyze strategic opportunities


Executive Chairperson of the Board of Directors			3 times annual base salary
Chief Executive Officer			3 times annual base salary
President			3 times annual base salary
Chief Financial Officer			2 times annual base salary
Chief Operating Officer			2 times annual base salary
Other Executive Officers			2 times annual base salary
Non-Employee Directors			3 times annual retainer


Name	Age	Position	Officer Since
Robert Friedland	74	Executive Chairman of the Board of Directors	2022
Taylor Melvin	55	Chief Executive Officer, President, and Director	2022
Jordan Neeser	42	Chief Financial Officer	2022
Quentin Markin	52	Executive Vice President, Business Development and Strategy Execution	2023
Mark Gibson	56	Chief Geophysics Officer	2023
Graham Boyd	39	Senior Vice President, U.S. Projects	2023
Glen Kuntz	57	Senior Vice President, Mine Development	2022
Cassandra Joseph	53	General Counsel and Corporate Secretary	2023
Stephani Terhorst	46	Vice President, Human Resources	2023


	Quentin Markin	Executive Vice President, Business Development and Strategy Execution
		Mr. Markin has served as our Executive Vice President, Business Development and Strategy Execution since January 1, 2023. Since September 2023 he has served as a Director of Cordoba. Mr. Markin is a seasoned mining lawyer with over twenty-four years of experience, all with the Canadian firm Stikeman Elliott LLP, where he had been a partner since 2008. Over his career, he has lived and practiced in the world’s mining centers — Sydney, London, Vancouver, and Toronto. Mr. Markin’s practice focused on M&A, project development and financing matters for mining companies globally and has been recognized by international legal consultancy Chambers for 11 years as a mining law expert. Mr. Markin has acted for the Company since its inception, as well as other Ivanhoe group companies, including Ivanhoe Mines, but also senior producers, junior exploration companies, and investment banks. His notable transactions outside of the Ivanhoe Group include the 2007 Cdn$1.2 billion initial public offering of Franco- Nevada and the 2015 acquisition by OceanaGold of Romarco Minerals and its Haile Gold Mine located in South Carolina for around Cdn$856 million. Mr. Markin received his Bachelor’s of Law Degree from the University of Ottawa, Canada, and holds an M.A. in International Relations from the Norman Patterson School of International Affairs, Ottawa, Canada.
	Mark Gibson	Chief Geophysics Officer
		Mr. Gibson has served as our Chief Geophysics Officer since July 2023 and has served the function of our principal Operating Officer since April 2021. He has also serves as Chief Operating Officer of Cordoba Minerals Corp. since August 2017. Mr. Gibson served as the Chief Operating Officer of Kaizen Discovery Inc. (“Kaizen”) from May 2016- February 2024. Mr. Gibson has more than thirty-three years of wide-ranging experience as a geoscientist and manager in the natural resources sector. Mr. Gibson joined HPX in 2011 as the company’s founding executive and was instrumental in the formation of Kaizen in 2013 and HPX’s strategic partnership with Cordoba in 2015. Mr. Gibson has served on the board of Ivanhoe Electric’s subsidiary Computational Geosciences Inc. since June 2011. Before joining HPX, Mr. Gibson worked with Anglo American and was the founder of a geophysical service company focused on managing seismic surveys for the mining industry. Mr. Gibson holds a M.Sc. Geophysics from the University of Leeds; a B.Sc. (Hons) Geology from the University of Southampton and is a Registered Professional Geoscientist in the Province of British Columbia and is a registered Professional Natural Scientist (Pr.Sci.Nat) with the South African Council for Natural Scientific Professions.
	Graham Boyd	Senior Vice President, Exploration
		Mr. Boyd has served as our Senior Vice President, Exploration since August 7, 2023, and prior to that was our Senior Vice President and Vice President, U.S. Projects since November 2022, and June 2021, respectively. Mr. Boyd is a Geologist with over seventeen years of base and precious metals experience, having worked principally in Australia, North America, and South America. Prior to joining the Company, Mr. Boyd held various roles within HPX including as Principal and Senior Geologist since 2013, and has been responsible for identification, review, acquisition, and execution of numerous exploration projects, particularly those that form our portfolio of projects in the United States. While with HPX, Mr. Boyd was a leader in the delineation and exploration success of the Alacran and San Matias Cu-Au- Ag deposits in Colombia. Prior to HPX, Mr. Boyd held roles with Ivanhoe Australia and Ivanhoe Mines Mongolia, since 2006. At Ivanhoe Australia, Mr. Boyd was a member of the discovery team for the world’s highest-grade Mo-Re deposit, Merlin, and he also was a key contributor to delineation and resource development of the Mount Dore Cu and Mt Elliott- SWAN Cu-Au deposits. Prior to roles in the Ivanhoe Group, Mr. Boyd worked on copper porphyries in British Columbia, and diamond exploration in Nunavut and Quebec. Mr. Boyd holds a Bachelor of Science in Geoscience from the University of Victoria.
	Glen Kuntz	Senior Vice President, Mine Development
		Mr. Kuntz has served as our Senior Vice President, Mine Development since November 21, 2022, and prior to that was our Chief Technical and Innovation Officer since January 2022. He is also Vice President of Mesa Cobre Corporation, one of our subsidiaries, effective April 2022. Mr. Kuntz is a Qualified Person, Professional Geologist, and mining executive with over thirty years of experience focused on exploration, development and operations (underground and open pit), technology, and studies across a variety of commodities and mining types/methods throughout the Americas, Africa and Australia. Prior to joining the Company, Mr. Kuntz was a consulting specialist geology/mining at Nordmin since March 2018 and before that a director of exploration projects at Yamana Gold Inc. from 2015 to 2018. Mr. Kuntz was also President and Chief Executive Officer of Mega Precious Metals Inc., a successful junior exploration company, from 2012 to 2015 which was acquired by Yamana Gold, and its Chief Operating Officer from 2011 to September 2012. Mr. Kuntz gained significant development/production experience in a variety of other senior positions with Runge Ltd., Placer Dome Corporation, and Rea Gold Corporation. Mr. Kuntz holds a Bachelor’s of Science in Geology from the University of Manitoba.


	Cassandra Joseph	General Counsel and Corporate Secretary
		Ms. Joseph has served as our General Counsel and Corporate Secretary since February 1, 2023. Ms. Joseph is an accomplished U.S. mining industry legal executive with over twenty years of experience in corporate, environmental, and intellectual property law. Ms. Joseph also serves as a Director of i-80 Gold Corp. from May 2024 to present (IAUX:NYSE, IAU:TSX). She was previously lead independent Director and the Chair of the Corporate Governance, Nominations and Compensation Committee of Bunker Hill Mining Corporation from 2020 to 2024 (XCNQ:BNKR). Before joining the Company, Ms. Joseph was Senior Vice President and General Counsel for Nevada Copper in Reno, Nevada from May 2019 to January 2023. Prior to Nevada Copper, she served as Vice President, Associate General Counsel, Corporate Secretary, and Chief Compliance Officer from 2015 to 2019 for Reno, Nevada-based Tahoe Resources prior to its sale to Pan American Silver. Ms. Joseph also worked in the Nevada Attorney General’s Office, representing the Division of Environmental Protection, the Division of Water Resources, and other agencies within the Department of Natural Resources. She holds a Juris Doctor from Santa Clara University School of Law and a Bachelor of Arts from the University of California, Berkeley.
	Stephani Terhorst	Vice President, Human Resources
		Ms. Terhorst has served as our Vice President Human Resources since March 2023. Ms. Terhorst is an accomplished human resources and employee benefits professional with over twenty-five years of human resources experience, primarily in the coal and aggregates mining sector. Prior to joining the Company, Ms. Terhorst was the Senior Director of Human Resources and Benefits with NACCO Industries, a coal producer in Dallas, Texas since 2016. She has also served as Director of Human Resources for Jennmar Corporation, which manufactures various underground mining products. Ms. Terhorst holds Certified Employee Benefits Specialist, Professional in Human Resources, and Group Benefits Associate certifications. She holds a Bachelor’s degree in Human Resources Management from the University of Pittsburgh and a Master’s degree in Human Resources and Industrial Relations from St. Francis University.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽⁷⁾	Option Awards ($) ⁽⁸⁾	All Other Compensation ($)	Total ($)
Robert Friedland⁽¹⁾ Executive Chairman of the Board of Directors	2024	$500,000⁽²⁾	$—	$43,254	$1,483,302	$—	$2,026,556
	2023	$—	$—	$29,340	$7,563	$—	$36,903
	2022	$—	$—	$97,787	$3,005,690	$—	$3,103,477
Taylor Melvin⁽⁴⁾ President and Chief Executive Officer	2024	$500,000	$450,000	$—	$999,904	$45,341	$1,995,245
	2023	$500,000	$465,000	$—	$—	$6,879	$971,879
	2022	$57,051	$—	$7,485,000	$2,541,667	$—	$10,083,718
Jordan Neeser⁽³⁾⁽⁴⁾ Chief Financial Officer	2024	$295,960	$262,600	$—	$599,944	$15,071	$1,173,575
	2023	$309,279	$277,540	$—	$—	$—	$586,819
	2022	$26,305	$—	$—	$2,541,667	$—	$2,567,972
Quentin Markin⁽⁵⁾ Executive Vice President, Business Development and Strategy	2024	$400,000	$354,000	$—	$799,925	$25,198	$1,579,123
	2023	$400,000	$377,600	$9,112,500	$—	$—	$9,890,100
	2022	$—	$—	$—	$—	$—	$—
Cassandra Joseph⁽⁶⁾ General Counsel and Corporate Secretary	2024	$300,000	$270,450	$—	$599,944	$27,201	$1,197,595
	2023	$275,000	$102,338	$—	$3,611,667	$29,875	$4,018,880
	2022	$—	$—	$—	$—	$—	$—


NEO	GRANT DATE	APPROVAL DATE	ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCKS OR UNITS (#)	ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)	EXERCISE OR BASE PRICE OF OPTION AWARDS ($/Sh)	GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS⁽²⁾
Ivanhoe Electric Awards⁽¹⁾
Robert Friedland
2024 LTIP Award ⁽³⁾⁽⁴⁾	08-Apr-24	08-Apr-24	—	415,170	$13.50	$1,959,602
Taylor Melvin
2024 LTIP Award⁽³⁾	11-Mar-24	22-Feb-24	—	289,268	$13.50	$999,904
Jordan Neeser
2024 LTIP Award⁽³⁾	11-Mar-24	22-Feb-24	—	173,561	$13.50	$599,944
Quentin Markin
2024 LTIP Award⁽³⁾	11-Mar-24	22-Feb-24	—	231,415	$13.50	$799,925
Cassandra Joseph
2024 LTIP Award⁽³⁾	11-Mar-24	22-Feb-24	—	173,561	$13.50	$599,944
Cordoba Awards⁽⁴⁾
Robert Friedland
Cordoba LTIP⁽⁵⁾	09-Apr-24	22-Feb-24	150,000	—	—	$43,254
Cordoba Plan⁽⁶⁾	09-Apr-24	22-Feb-24	—	150,000	C$0.39	$8,396


		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that have not Vested ($)
Ivanhoe Electric Awards⁽¹⁾
Robert Friedland	08-Apr-24	—	415,170	$13.50	08-Apr-31	—	—
	21-Nov-22	388,889	194,445	$11.75	21-Nov-29	—	—
	30-Jun-21	916,666	0	$2.49	30-Jun-26	—	—
Taylor Melvin	11-Mar-24	—	289,268	$13.50	11-Mar-31	—	—
	21-Nov-22	333,333	166,667	$11.75	21-Nov-29	—	—
	21-Nov-22	—	—	—	—	250,000⁽³⁾	$1,887,500⁽⁵⁾
Jordan Neeser	11-Mar-24	—	173,561	$13.50	11-Mar-31	—	—
	21-Nov-22	333,333	166,667	$11.75	21-Nov-29	—	—
Quentin Markin	11-Mar-24	—	231,415	$13.50	11-Mar-31	—	—
	1-Jan-23	—	—	—	—	600,000⁽⁴⁾	$4,530,000⁽⁵⁾
Cassandra Joseph	11-Mar-24	—	173,561	$13.50	11-Mar-31	—	—
	1-Feb-23	166,666	333,326	$13.23	1-Feb-30	—	—
Cordoba Awards⁽²⁾
Robert Friedland	09-Apr-24	50,000	100,000	C$0.39	09-Apr-29	—	—
	09-Apr-24	—	—	—	—	150,000	$40,132⁽⁶⁾
	07-Jul-22	100,000	0	C$0.53	07-Jul-27	—	—
	07-Jul-22	—	—	—	—	33,334	$8,918⁽⁶⁾
VRB Energy Awards⁽⁷⁾
Robert Friedland	20-Mar-21	4,000,000	1,000,000	$0.165	30-Mar-26	—	—


	OPTION AWARDS		STOCK AWARDS
NEO	NUMBER OF SHARES ACQUIRED ON EXERCISE (#)	VALUE REALIZED ON EXERCISE ($)	NUMBER OF SHARES ACQUIRED ON VESTING (#)	VALUE REALIZED ON VESTING ($)
Ivanhoe Electric Inc Awards
Robert Friedland	—	—	—	$—
Taylor Melvin	—	—	250,000⁽¹⁾	$2,270,000
Jordan Neeser	—	—	—	$—
Quentin Markin	—	—	150,000⁽²⁾	$1,512,000
Cassandra Joseph	—	—	—	$—
Cordoba Awards
Robert Friedland	—	—	33,333⁽³⁾	$12,037
Kaizen Discovery Awards
Robert Friedland	—	—	430,000⁽⁴⁾	$27,689


	Termination without Cause⁽¹⁾	Termination Following a Change in Control⁽⁴⁾	Death or Disability of Employee⁽⁵⁾⁽⁸⁾
Robert Friedland
Lump Sum Payment: Base Salary	$—	$750,000	$—
Lump Sum Payment: Bonus	$—	$0	$—
Restricted Stock Units (Unvested and Accelerated) ^(9)(10)(11)	$—	$49,050	$49,050
Stock Option Awards (Unvested and Accelerated)^(7)(12)(13)	$—	$—	$—
Total	$—	$799,050	$49,050

Taylor Melvin
Lump Sum Payment: Base Salary	$750,000	$750,000	$—
Lump Sum Payment: Bonus	$750,000	$750,000	$750,000
Restricted Stock Units (Unvested and Accelerated)⁽²⁾⁽⁶⁾	$1,205,901	$1,887,500	$1,887,500
Stock Option Awards (Unvested and Accelerated)⁽⁷⁾	$—	$—	$—
Total	$2,705,901	$3,387,500	$2,637,500

Jordan Neeser
Lump Sum Payment: Base Salary	$450,000	$450,000	$—
Lump Sum Payment: Bonus	$450,000	$450,000	$450,000
Stock Option Awards (Unvested and Accelerated)⁽⁷⁾	$—	$—	$—
Total	$900,000	$900,000	$450,000

Quentin Markin
Lump Sum Payment: Base Salary	$600,000	$600,000	$—
Lump Sum Payment: Bonus	$600,000	$600,000	$600,000
Restricted Stock Units (Unvested and Accelerated)^(3)(6)(9)	$2,906,750	$4,530,000	$4,530,000
Stock Option Awards (Unvested and Accelerated)⁽⁷⁾	$—	$—	$—
Total	$4,106,750	$5,730,000	$5,130,000

Cassandra Joseph
Lump Sum Payment: Base Salary	$450,000	$450,000	$—
Lump Sum Payment: Bonus	$450,000	$450,000	$450,000
Stock Option Awards (Unvested and Accelerated)⁽⁷⁾	$—	$—	$—
Total	$900,000	$900,000	$450,000


Year	Summary Compensation Table Total for Current PEO⁽¹⁾	Summary Compensation Table Total for Former PEO⁽²⁾	Compensation Actually Paid to Current PEO⁽³⁾	Compensation Actually Paid to Former PEO⁽³⁾	Average Summary Compensation Table Total for Non-PEO Named Executive Officers⁽⁴⁾	Average Compensation Actually Paid to Non-PEO Named Executive Officers⁽³⁾	Value of initial fixed $100 investment based on:
Year	Summary Compensation Table Total for Current PEO⁽¹⁾	Summary Compensation Table Total for Former PEO⁽²⁾	Compensation Actually Paid to Current PEO⁽³⁾	Compensation Actually Paid to Former PEO⁽³⁾			Total Shareholder Return⁽⁵⁾	Peer Group Total Shareholder Return⁽⁶⁾	Net Income (Loss)⁽⁷⁾⁽⁸⁾
2024	$1,995,245	$—	$71,043	$—	$1,494,211	($60,371)	$86.78	$112.12	($140,181,000)
2023	$971,879	$—	($1,090,621)	$—	$7,030,149	$5,371,399	$115.86	$118.61	($216,075,000)
2022	$10,083,718	$3,103,477	$12,566,218	$9,302,368	$2,181,633	$2,862,386	$139.66	$117.43	($160,221,000)


		PEO			Former PEO	Average Non- PEO NEOs
		2024	2023	2022	2022	2024	2023	2022
Summary Compensation Total		$1,995,245	$971,879	$10,083,718	$3,103,477	$1,494,211	$7,030,149	$2,181,633
Adjustments for Equity Awards
Deduct:	Grant date values in SCT	($999,904)	—	($10,026,668)	($3,103,477)	($989,854)	($6,362,084)	($2,036,581)
Add:	Year-end fair value of unvested awards granted in the current year	$551,538	—	$12,509,168	$3,962,783	$480,587	$4,703,334	$2,717,334
Add:	Year-over-year difference of year-end fair values for unvested awards granted in prior years	($1,110,837)	($1,961,668)	—	$3,989,797	($853,182)	—	—
Add:	Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years and vested at prior year end or during current year	($364,999)	($100,832)	—	$1,349,788	($192,135)	—	—
Total Adjustments for Equity Awards		($1,924,202)	($2,062,500)	$2,482,500	$6,198,891	($1,554,584)	($1,658,749)	$680,753
Compensation Actually Paid		$71,043	($1,090,621)	$12,566,218	$9,302,368	($60,371)	$5,371,399	$2,862,386


Plan Category	Number of securities to be issued upon exercise of outstanding options, DSUs and RSUs A	Weighted-average exercise price of outstanding options⁽¹⁾ B	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) C
Equity compensation plans approved by stockholders (LTIP)	6,486,458⁽²⁾	$12.80	9,331,074⁽³⁾⁽⁴⁾
Equity compensation plans not approved by stockholders (Prior Incentive Plan)	2,492,913	$2.49	0
Total	8,979,371	$9.62	9,331,074


(in US$)	Year Ended December 31, 2024	Year Ended December 31, 2023
Audit Fees⁽¹⁾	$1,330,482	$1,083,730
Audit Related Fees⁽²⁾	$21,901	$402,794
Tax Fees⁽³⁾	$6,000	$—
All Other Fees⁽⁴⁾	$1,967	$—
Total Fees	$1,360,350	$1,486,524


Name of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percentage of Class (Common)
Named Executive Officers and Directors
Robert Friedland⁽¹⁾	13,033,915	9.67%
Taylor Melvin⁽²⁾	842,015	*
Jordan Neeser⁽³⁾	441,186	*
Quentin Markin⁽⁴⁾	447,088	*
Cassandra Joseph⁽⁵⁾	393,186	*
Russell Ball⁽⁶⁾	24,528	*
Sofia Bianchi⁽⁷⁾	18,472	*
Victoire de Margerie⁽⁸⁾	24,528	*
Hirofumi Katase⁽⁹⁾	68,583	*
Patrick Loftus-Hills⁽¹⁰⁾	18,867	*
Priya Patil⁽¹¹⁾	26,500	*
Ronald Vance⁽¹²⁾	17,452	*
All Executive officers and directors as a group (16 people) ⁽¹³⁾	16,544,986	12.06%
FMR LLC⁽¹⁴⁾	19,362,978	14.1%
Century Vision Holdings Ltd⁽¹⁵⁾	13,673,178	11.4%
Saudi Arabian Mining Company (Ma’aden) ⁽¹⁶⁾	11,783,254	9.8%