DEF 14A of Ivanhoe Electric Inc.
Filed Apr 21, 2026 · FY20250001140361-26-015947
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, nine directors will be proposed for election by the stockholders to serve on our Board of Directors until the next annual meeting of stockholders, or until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal. Properly submitted proxies will be voted “FOR” the election as director of the persons named below unless the proxy contains instructions to the contrary. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. Management has no reason to believe that any of the nominees are unable or unwilling to serve, if elected. However, in the event that he or she should become unable or unwilling to serve as a director, the proxy will be voted for the election of such person as shall be designated by the Board of Directors.
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| | Name | Director Since | Independent | Board Committees | | | Robert Friedland(1) Age: 75 | 2021 | | • N/A | | | Taylor Melvin(2) Age: 56 | 2022 | | • N/A | | | Russell Ball Age: 58 | 2022 | • | • Chair of AC(3) • CNC(4) | | | Sofia Bianchi Age: 69 | 2023 | | • HSE(5) | | | Hirofumi Katase Age: 66 | 2022 | | • N/A | | | Patrick Loftus-Hills Age: 60 | 2023 | • | • CNC(4) • HSE(5) | | | Victoire de Margerie Age: 63 | 2022 | • | • N/A | | | Priya Patil Age: 63 | 2022 | • | • Chair of CNC(4) • AC(3) | | | Ronald Vance Age: 73 | 2023 | • | • Chair of HSE(5) • AC(3) |
DIRECTOR NOMINEES
| (1) Executive Chairman of the Board of Directors |
DIRECTOR NOMINEES
| (2) President, Chief Executive Officer, and Director |
DIRECTOR NOMINEES
| (3) AC= Audit Committee |
DIRECTOR NOMINEES
| (4) CNC= Compensation and Nominating Committee |
DIRECTOR NOMINEES
| (5) HSE= Health, Safety and Environmental Committee |
THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS
| Robert Friedland | | | Executive Chairman of the Board of Directors Age: 75 Director Since: 2021 | Mr. Friedland has served as Executive Chairman of the Board of Directors since November 2022. Prior to that time, Mr. Friedland was Chief Executive Officer from July 2020 to November 2022, and Chairman of the Board from June 2021 to November 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 served as President, Chief Executive Officer and Founder of Ivanhoe Capital Corporation, a family office and investment company. He is the founder of Ivanhoe Mines Ltd. and has served as Executive Co-Chairman since September 2018 (previously Executive Chairman). He has also been Chairman of I-Pulse Inc. since February 2009 and Chief Executive Officer since June 2023. Since June 2018, he has served as Chairman of VRB Energy Inc. and was Co-Chair of SK Global Entertainment Inc. from February 2017 to December 2021. 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 of Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited) since September 2016; Chief Executive Officer of High Power Exploration Inc. (now 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. from May 2024 to August 2025 and Director of Pure Lithium Corporation from April 2022 to December 2025; and Chairman of Gold X Mining Corp. from June 2020 until its acquisition 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. He served as a Director of SES until March 2023. Mr. Friedland graduated with a degree in political science from Reed College. |
THE BOARD OF DIRECTORS
| Taylor Melvin | | | Director Age: 56 Director Since: 2022 | Mr. Melvin has served as our President, Chief Executive Officer, and a 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 served as President and Chief Executive Officer of Battery Metals Streaming Corp. from March 2022 to August 2022. Prior to that, Mr. Melvin served as Vice President, Corporate Development of Freeport-McMoRan Inc. (NYSE: FCX), a leading international mining company focused on copper, headquartered in Phoenix, Arizona, from June 2018 to March 2022, after having served as its Director Finance & Business Development since 2008. Before joining Freeport-McMoRan Inc. 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 Master of Business from the University of North Carolina at Chapel Hill. |
THE BOARD OF DIRECTORS
| Russell Ball | | | Independent Director Age: 58 Director Since: 2022 | Mr. Ball has served as a Director since June 2022. He is Chair and a member of the Audit Committee and also serves 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 its board from November 2018 to October 2019. From May 2013 to December 2017, Mr. Ball held various executive positions with Goldcorp Inc. (TSX: G; NYSE: GG), including Executive Vice President Corporate Development and Chief Financial Officer from March 2016 to December 2017. Prior to that, he held various positions with Newmont Mining Corporation (NYSE: NEM) from 1994 to 2013, including Executive Vice President and Chief Financial Officer from June 2008 to May 2013. Mr. Ball currently serves as Non-Executive Chair of the board of Faraday Copper Corp. (TSX:FDY) and as a Director of Southern Silver Exploration Corp (TSX.V: SSL), Thesis Gold Corp, (TSX.V: TAU), and Compass Minerals (NYSE: CMP). He is a Chartered Accountant (South Africa) and a Certified Public Accountant in the United States. Mr. Ball holds a Master’s in Accounting and a Post-Graduate Diploma in Accounting from the University of Natal (South Africa). |
THE BOARD OF DIRECTORS
| Sofia Bianchi | | | Director Age: 69 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 years of experience in finance and has held numerous executive and director roles internationally. She has been the founding partner at Atlante Capital Partners, an investment firm focused on financial restructuring, since May 2016. Ms. Bianchi also serves as a Non-Executive Director and Chair of the Corporate Governance Committee of Mineros S.A. (TSX: MSA, OTCQX: MNSAF, BVC: MINEROS) since March 2024 and as Chair of Canagold Resources Ltd. (CCM:CA) since July 2022. She also serves as a Non-Executive Director of Saudi Arabian Mining Company (“Maaden”) (Saudi Stock Exchange Tadawul) since December 2022 and as a Non-Executive Director of Manara Minerals Investment Company of Riyadh, Saudi Arabia, a joint venture between Maaden and the Public Investment Fund to invest in mining assets globally since June 2023. In addition, Ms. Bianchi has served as a Non-Executive Director of Sitex SA since 2017 and Spitex Perspecta AG (SOL SpA Group) since 2019, both of which specialize in home-based healthcare services, and as an Independent Non-Executive Director of Yellow Cake plc. (AIM:YCA), a uranium company, since 2018. She previously served as a director of Feronia Inc. (TSX) from January 2019 to February 2020; Endeavour Mining Corporation (TSX & LSE) from November 2019 to May 2022; Kenmare Resources (LSE & Dublin Stock Exchange) from April 2008 to May 2017; and ARM Cement PLC (Nairobi Securities Exchange) from January 2018 to January 2019. Previously Ms. Bianchi was Head of Special Situations at the CDC Group from 2018 to 2020 and at BlueCrest Capital Management from 2007 to 2016. 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. |
THE BOARD OF DIRECTORS
| Hirofumi Katase | | | Director Age: 66 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. |
THE BOARD OF DIRECTORS
| Patrick Loftus-Hills | | | Independent Director Age: 60 Director Since: 2023 | Mr. Loftus-Hills has served as a Director since March 2023 and is a member of the Compensation and Nominating Committee and the Health, Safety and Environmental Committee. He brings over forty years of experience in the global mining industry and has served as a Senior Advisor at Moelis & Company, a New York-based investment bank, since 2011. He was a Partner and Managing Director at Moelis & Company from 2011 to December 2021. Since February 2025, Mr. Loftus-Hills has served as a Senior Advisor to Oryx Global Partners, an Abu Dhabi, UAE based mining private equity firm. Prior to joining Moelis & Company in 2011, he 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’s global mining team in New York and Australia. Over his career, Mr. Loftus-Hills spent almost thirty years in investment banking advising global mining companies on a range of transactions, including cross-border mergers and acquisitions and capital raises as well as seven years as a lawyer advising major mining companies. Mr. Loftus-Hills served as a Managing Member - Advisor of Sweetwater Royalties LLC, an Orion Resource Partners portfolio company, from May 2022 to May 2025. He is Chair of the Monash University US Leadership Council, Chair of the US Friends of the Australian Chamber Orchestra, Co-Chair of Global Australians and Chair of the AUS USA Foundation. He holds degrees in Law and Science and an Honorary Doctor of Laws from Monash University in Australia. |
THE BOARD OF DIRECTORS
| Victoire de Margerie | | | Independent Director Age: 63 Director Since: 2022 | Ms. de Margerie has served as a Director since June 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 2014, Prof. de Margerie has served as Founder and Co Chairman of World Materials Forum, since 2019, an Academician at the National Academy of Technologies of France, since 2020 a Board Director of Paris School of Mines (France), and since 2025, a Board Director of Boliden (Sweden, Mining). Altogether 40 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 was also a Professor of Strategy & Technology Management at Grenoble School of Management between 2003 and 2011. Prof. de Margerie graduated initially from HEC Paris and Sciences Po Paris and holds a PhD in Management from Université de Paris 2. |
THE BOARD OF DIRECTORS
| Priya Patil | | | Independent Director Age: 63 Director Since: 2022 | Ms. Patil has served as a Director of since June 2022. She is Chair and a member of the Compensation and Nominating Committee ad also serves as a member of the Audit Committee. Ms. Patil is an experienced corporate director, former senior public company executive, and investment banker. She began serving as an independent corporate director of public companies in 2016 and has served as a volunteer board member of universities and other economic-focused organizations since 2003. From 2014 to 2026, Ms. Patil was Head, Business Development (Diversified Industries) of the Toronto Stock Exchange. She previously served as Managing Director, Partner and Founding Partner (Eastern Operations) of PI Financial Corp. and as Managing Director, Partner and Head of Investment Banking of Loewen Ondaatje McCutcheon. Ms. Patil also served as 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. From February 2021 to August 2024, Ms. Patil was a director of Rambler Metals & Mining PLC (AIM of LSE: RMM), where she was Chair of the Compensation, Governance and Nominations Committee and a member of its Audit and Safety, Health, Environment and Community Committees. She also served as a director of Signature Resources Ltd. (TSX-V: SIG) from September 2021 to May 2022 and as an advisory board member from May 2022 to September 2023. From October 2016 to August 2019, Ms. Patil was an Independent Corporate Director of Alexandria Minerals Inc., serving as Chair of its Audit Committee and as a member of its Management & Special Committee. Ms. Patil holds a Juris Doctor degree from the University of Ottawa and a Bachelor of Science degree in Statistics and Computer Sciences from the University of Bombay. She 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. Ms. Patil is a member of the State Bar of California and the Law Society of Ontario and Charter of the Institute of Corporate Directors. She served as a Board Member of the Council of Great Lakes Region and as a Board Member of the Association of Corporate Growth from 2015 to 2019. She also served on the advisory boards of the University of Ottawa, Faculty of Law and Metropolitan Toronto University, Digital Media Zone from 2016 to 2019. |
THE BOARD OF DIRECTORS
| Ronald Vance | | | Independent Director Age: 73 Director Since: 2023 | Mr. Vance has served as a Director since June 2023 and is Chair of the Health, Safety and Environmental Committee and 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, he 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. Since 2013, Mr. Vance currently serves as 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. |
ARRANGEMENTS OR UNDERSTANDINGS
ARRANGEMENTS OR UNDERSTANDINGS We have entered into an Investor Rights Agreement with Maaden dated July 6, 2023 (“IRA”) under which, among other things, we agreed to appoint a nominee selected by Maaden to our Board of Directors until our next annual meeting of stockholders and provide Maaden with the continuing right to nominate one director to our Board of Directors for so long as Maaden owns at least 8% of the outstanding shares of our common stock, subject to certain exceptions. Sofia Bianchi is Maaden’s nominee to serve on the Board of Directors.
FAMILY RELATIONSHIPS
FAMILY RELATIONSHIPS There are no family relationships among any of our directors, director nominees or executive officers.
BOARD OF DIRECTORS LEADERSHIP STRUCTURE
BOARD OF DIRECTORS LEADERSHIP STRUCTURE Our Board of Directors is currently led by our Executive Chairman, Mr. Friedland. Our Board of Directors recognizes that it is important to determine an optimal board leadership structure to ensure independent oversight of management as the Company continues to grow. We separate the roles of Chief Executive Officer (“CEO”) and Chairman of the Board of Directors in recognition of the differences between the two roles. The CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Executive Chairman provides guidance to the CEO and presides over meetings of the full Board of Directors. We believe this separation of responsibilities provides a balanced approach to managing the Board of Directors and overseeing the Company. Our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.
DIRECTOR INDEPENDENCE
DIRECTOR INDEPENDENCE Under the rules of NYSE American, at least a majority of the directors on the board of directors of a listed company must be independent directors. In addition, rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under these rules, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. Our Board of Directors has undertaken a review of the independence of each director nominee and considered whether each director nominee has a material relationship with us that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. As a result of this review, our Board of Directors determined each of Mr. Ball, Ms. de Margerie, Mr. Loftus-Hills, Ms. Patil, and Mr. Vance are independent within the meaning of the applicable rules of the NYSE American and that each of Mr. Ball, Ms. Patil, and Mr. Vance is also an independent director under Rule 10A-3 under the Exchange Act for the purpose of Audit Committee membership. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors to us with regard to each director’s business and personal activities and current and prior relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”
DIVERSITY
DIVERSITY
Board of Directors
Board of Directors We have not adopted a formal policy or a specific target with respect to the identification, nomination, or number of diverse candidates on the Board of Directors, as the Board of Directors has determined that a target would not be the most effective way of ensuring greater diversity. However, the Board of Directors is committed to increasing diversity on the Board of Directors as board turnover occurs from time to time, taking into account the skills, background, experience and knowledge desired at a particular time by the Board of Directors and its committees. Accordingly, consideration of the diversity of the Board of Directors will be a component of the selection process for new members of the Board of Directors going forward.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
FISCAL YEAR 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
FISCAL YEAR 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
FISCAL YEAR 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(3)($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Russell Ball | $50,000 | $99,998 | — | — | $149,998 | | Sofia Bianchi(2) | $0 | $134,997 | — | — | $134,997 | | Victoire de Margerie | $30,000 | $99,998 | — | — | $129,998 | | Hirofumi Katase | $30,000 | $99,998 | — | — | $129,998 | | Patrick Loftus-Hills | $40,000 | $99,998 | — | — | $139,998 | | Priya Patil | $45,000 | $99,998 | — | — | $144,998 | | Ronald Vance | $45,000 | $99,998 | — | — | $144,998 |
FISCAL YEAR 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (1) Mr. Friedland and Mr. Melvin’s compensation is shown below under “Executive Compensation.” They are not paid for acting as directors, but only in their capacity as executive officers. |
FISCAL YEAR 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (2) Ms. Bianchi elected to receive the cash portion of her director compensation for fiscal year 2025 in stock awards. |
FISCAL YEAR 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
| (3) Represents the grant date fair value of Deferred Stock Units (“DSUs”) granted to the directors determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC 718”). Each non-employee director had the following number of outstanding equity at the end of fiscal year 2025: Ball 23,345 DSUs and 28,927 stock options; Bianchi 26,167 DSUs and 28,927 stock options; de Margerie 23,345 DSUs and 28,927 stock options; Katase 23,345 DSUs and 28,927 stock options; Loftus-Hills 22,067 DSUs and 28,927 stock options; Patil 23,345 DSUs and 28,927 stock options; and Vance 20,652 DSUs and 28,927 stock options. |
ANNUAL COMPENSATION CYCLE AND DECISION-MAKING PROCESS
| COMPENSATION ELEMENT | OBJECTIVE | KEY COMPONENTS | | BASE SALARY | | | | Cash | • Attract and retain top executive 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”) Award | • 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) | • 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. |
ANNUAL COMPENSATION CYCLE AND DECISION-MAKING PROCESS
| (1) The Long Term Incentive Plan refers to this type of award as an RSU with performance criteria; however, for purposes of this proxy statement we refer to them as PSUs. |
EQUITY COMPENSATION
EQUITY COMPENSATION All equity compensation awards are granted to the NEOs under the 2022 Long Term Incentive Plan and short-term incentives are issued pursuant to the terms of each NEO’s individual employment agreement. Details of these agreements can be found in the section of this proxy statement titled “Executive Compensation - Executive Employment Agreements.” Our practice is to grant stock-based awards shortly after the Company’s blackout period ends, which is at least two trading days after the release of any material non-public information or other corporate events. All equity grants for NEOs and other executive officers are recommended by the Compensation and Nominating Committee and submitted to the Board of Directors for approval during a regularly scheduled meeting, typically held within the first quarter of the year. The grant date is a fixed, future date that is outside of a blackout, which is specified at the time of approval by the Board of Directors. Equity grants to NEOs are generally issued during the first half of the year. A stock option award represents a contractual right to purchase shares at a future date for a specified exercise price. The per-share exercise price of a stock option, as recommended by the Compensation and Nominating Committee to the Board of Directors for approval, cannot be less than the closing price of our common stock on the grant date, or a higher price if required by TSX rules. Restricted Stock Units (RSUs) and Performance Share Units (PSUs) may be subject to time-based or performance-based vesting criteria. RSUs with performance-based vesting are referred to as PSUs. The Compensation and Nominating Committee has broad discretion in defining performance criteria for awards, including the establishment of performance goals. The terms, conditions, and limitations of any stock award, including applicable vesting schedules or restrictions, are recommended by the Compensation and Nominating Committee and approved by the Board of Directors.
2022 LONG TERM INCENTIVE PLAN AWARDS
2022 LONG TERM INCENTIVE PLAN AWARDS The Company grants awards under the 2022 Long Term Incentive Plan (“LTIP”) annually, typically once out of blackout after the filing of the Audited Financial Statements on Form 10-K. The LTIP is intended to incentivize executive retention by awarding equity that vests over time contingent upon continued employment. In 2025, the LTIP targets for NEOs were set at 200% of base salary and LTIP awards were granted at 100% of target and consisted of a combination of PSUs and RSUs, designed to align executive compensation with Company performance, stockholder interests, and the achievement of multi-year strategic objectives. PSUs directly link a significant portion of executive compensation to the achievement of specified performance metrics over a multi-year period, reinforcing accountability for long-term results. RSUs complement these awards by supporting executive retention, promoting leadership stability, and maintaining alignment with stockholder interests through continued equity ownership, even in periods when performance-based outcomes may be uncertain due to external market factors. Mr. Melvin’s award consisted of 60% PSUs and 40% RSUs, while the awards granted to Mr. Neeser, Mr. Markin, and Ms. Joseph consisted of 50% PSUs and 50% RSUs. The mix of PSUs and RSUs was determined to appropriately balance performance-based and time-based equity incentives, with a greater emphasis on performance-based compensation at more senior levels of the organization to further align executive pay with the Company’s performance. Pursuant to the compensation arrangement between the Company and its Executive Chairman Robert Friedland, the Company awarded Mr. Friedland an annual base salary for 2025, short-term incentive award for prior services, and long-term incentive awards for 2025 in the form of equity consisting of 60% PSUs and 40% RSUs, pursuant to the Company’s equity based incentive plans and associated award agreements. Mr. Friedland was paid in equity in order to support his alignment with stockholder interests.
SHORT TERM INCENTIVE AWARDS
SHORT TERM INCENTIVE AWARDS The Company grants short term incentives (“STIP”) annually in cash awards to NEOs, with the exception of our Executive Chairman Robert Friedland who receives his STIP in equity-based awards. STIP awards are typically distributed within the first quarter of the year and are designed to motivate and reward executives for achieving or exceeding annual performance objectives that advance the Company’s strategic and operational priorities. STIP targets for NEOs are capped at 100% of Base Salary, reinforcing the Company’s pay-for-performance structure and ensuring that executive compensation remains closely aligned with Company results. In 2025, STIP awards were determined based on the level of achievement of pre-established performance goals, as assessed at the discretion of the Compensation and Nominating Committee. While the Compensation and Nominating Committee evaluates performance and recommends award levels, the Board of Directors retains ultimate authority over the approval and determination of all STIP award amounts. The 2025 STIP program focused on the Company’s performance objectives in the following areas of focus:
SHORT TERM INCENTIVE AWARDS
| | | | | Health, Safety and Environment | Operational Performance | Corporate Development | | Emphasis on safety awareness, robust incident reporting, and effective injury-risk management. | Development of the Santa Cruz Copper Project and execution of global exploration programs to search for critical minerals. | Evaluation and analysis of strategic opportunities that advance the Company’s long-term objectives. |
PSU PROGRAM DESIGN
PSU PROGRAM DESIGN The PSU program was a key part of our equity compensation structure in 2025. The Company’s PSU program is designed to align management’s long-term compensation with shareholder returns, ensuring that leadership remains committed to delivering sustainable value. Under this program, PSUs cliff vest after a three-year performance period, with the number of units earned based on the Company total shareholder return (“IE TSR”) relative to the total shareholder return of the S&P/ TSX Equal Weight Global Base Metals Index constituents (“Peer TSR”), a key industry benchmark. This performance metric, referred to as Relative Total Shareholder Return (rTSR), directly links executive compensation to market performance, reinforcing accountability and long-term strategic execution. The calculation of rTSR will be based on the following standards:
PSU PROGRAM DESIGN
| • | “IE TSR” means the total shareholder return of the Company, calculated in the manner determined by the Board, based on the appreciation in the price of the applicable securities on the NYSE American (or, if the Company’s Shares cease to be traded on the NYSE American prior to the end of the performance period, such other trading market as may be determined by the Board, or if the shares cease to be traded on any trading market, based on the fair market value as determined by the Board) during the performance period, plus the value of any distributions or dividends on such securities during the performance period (which shall be deemed to have been reinvested in additional securities effective on the distribution or dividend date based on the closing price of such securities for purpose of measuring IE TSR). The starting IE TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares on the NYSE American on the first day of the performance period, and the ending IE TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares on the NYSE American on the last day of the performance period. |
PSU PROGRAM DESIGN
| • | “Peer TSR” means the total shareholder return of the respective S&P/TSX Equal Weight Global Base Metals Index constituents, calculated in the manner determined by the Board, based on the appreciation in the price of the applicable securities on the |
PSU PROGRAM DESIGN
relevant listing as used by the Index during the performance period, plus the value of any distributions or dividends on such securities during the performance period (which shall be deemed to have been reinvested in additional securities effective on the distribution or dividend date based on the closing price of such securities for purpose of measuring Peer TSR). The starting Peer TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares of the respective S&P/TSX Equal Weight Global Base Metals Index constituents on the first day of the performance period, and the ending Peer TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares of the respective S&P/TSX Equal Weight Global Base Metals Index constituents on the last day of the performance period.
PSU PROGRAM DESIGN
| • | For a company to be included as a peer for relative TSR calculation purposes, it must be a constituent of the S&P/TSX Equal Weight Global Base Metals Index for the entirety of the performance period. For clarity, if a company is added to the S&P/TSX Equal Weight Global Base Metals Index after the beginning of the performance period, or is removed from the S&P/TSX Equal Weight Global Base Metals Index prior to the end of the performance period, it will not be included for relative TSR comparison purposes. |
PSU PROGRAM DESIGN
| • | In determining the Company’s share price and those of the constituents of the S&P/TSX Equal Weight Global Base Metals Index at the beginning and end of the performance period, a forty-day (40) trailing volume weighted average price will be used. |
PSU PROGRAM DESIGN
The amount vested may range from nil to 2.0x, as discussed below:
PSU PROGRAM DESIGN
| • | If the Company’s share price performs in line with the 50th percentile, executives receive a 1.0x PSU payout. |
PSU PROGRAM DESIGN
| • | If performance reaches or exceeds the 75th percentile, the payout increases to 2.0x PSUs, reflecting superior shareholder value creation. |
PSU PROGRAM DESIGN
| • | If performance falls below expectations, the payout is adjusted accordingly, ensuring a performance-driven compensation structure. If performance falls below the 25th percentile there is no payout. |
PSU PROGRAM DESIGN
| • | Any performance between the 25th and 75th percentile is interpolated on a linear basis. |
PSU PROGRAM DESIGN
By aligning executive incentives with stockholder interests, the PSU program supports long-term value creation, talent retention, and industry outperformance, reinforcing the Company’s commitment to delivering strong and sustainable long-term returns.
BOARD OF DIRECTORS
BOARD OF DIRECTORS The Compensation and Nominating Committee of the Company’s Board of Directors has submitted the following report for inclusion in this Proxy Statement: The Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on the review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the SEC.
INSIDER TRADING COMPLIANCE POLICY
INSIDER TRADING COMPLIANCE POLICY The Company maintains an Insider Trading Compliance Policy for its officers, directors, employees, consultants of the Company and its subsidiaries (“Covered Persons”). The Secretary may also designate additional classes of persons as Covered Persons for purposes of this policy. Covered Persons are responsible for ensuring that their immediate family members (e.g., spouses, children, stepchildren, parents, grandparents, stepparents, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, or sisters-in-law) and members of their households also comply with this Policy. This Policy also applies to any entities controlled by individuals subject to the Policy, including any corporations, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the individual’s own account. The Company believes the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company. To ensure compliance with the Insider Trading Compliance Policy and applicable United States federal securities laws and Canadian securities laws, and to avoid even the appearance of trading on the basis of inside information, procedures have been established, and will be maintained and enforced, by the Company to prevent insider trading. The Insider Trading Compliance Policy prohibits officers, directors, certain employees, consultants of the Company and its subsidiaries from trading during specific periods beginning at market open on the day following the last trading day of the Company’s fiscal quarter until after the Company’s public disclosure of financial and operating results for that quarter. In addition, all transactions in the Company’s or its subsidiaries’ securities (including without limitation, acquisitions and dispositions of Company stock, the “net” or “cashless” exercise of stock options and the sale of Company stock issued upon exercise of stock options), other than exercises of stock options with cash or other equity awards or vesting of equity-based awards that do not involve a market sale of the Company’s or its subsidiaries’ securities must be pre-cleared by the Secretary, or if the Secretary is unavailable, the Company’s Chief Financial Officer. As part of the pre-clearance process, the individual requesting pre-clearance must confirm that he or she is not in possession of material, non-public information, and the Company can only assume the truthfulness of your confirmation. Pre-clearance does not relieve the individual of his or her responsibility under SEC rules and applicable Canadian securities laws, and pre-clearance does not mean the individual’s pre-cleared trade is legal. Trading remains at the risk of the individual. The Company may impose additional restricted trading periods at any time if it believes trading by employees would not be appropriate because of developments at the Company that are, or could be, material. In addition, the Company requires pre-approval of trades in Company or its subsidiaries’ securities and prohibits buying shares on margin or using shares as collateral for loans. Other than as stated in this paragraph and the stock ownership guidelines stated above, the Company does not have a holding period on common stock. A copy of this policy is available on our website at www.ivanhoeelectric.com.
FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(7)(8) | Option Awards ($)(9) | All Other Compensation ($) | Total ($) | | Robert Friedland(1) Executive Chairman of the Board of Directors | 2025 | $500,000(2) | $— | $1,696,420 | $— | $— | $2,196,420 | | | 2024 | $500,000(3) | $— | $43,254 | $1,483,302 | $— | $2,026,556 | | | 2023 | $— | $— | $29,340 | $7,563 | $— | $36,903 | | Taylor Melvin(4) President and Chief Executive Officer | 2025 | $500,000 | $500,000 | $1,126,370 | $— | $51,430 | $2,177,800 | | | 2024 | $500,000 | $450,000 | $— | $999,904 | $45,341 | $1,995,245 | | | 2023 | $500,000 | $465,000 | $— | $— | $6,879 | $971,879 | | Jordan Neeser(4) Chief Financial Officer | 2025 | $300,000 | $296,400 | $663,186 | $— | $81,775 | $1,341,361 | | | 2024 | $295,960 | $262,600 | $— | $599,944 | $15,071 | $1,173,575 | | | 2023 | $309,279 | $277,540 | $— | $— | $— | $586,819 | | Quentin Markin(5) Executive Vice President, Business Development and Strategy | 2025 | $400,000 | $400,000 | $884,245 | $— | $6,290 | $1,690,535 | | | 2024 | $400,000 | $354,000 | $— | $799,925 | $6,290 | $1,560,215 | | | 2023 | $400,000 | $377,600 | $9,112,500 | $— | $— | $9,890,100 | | Cassandra Joseph(6) General Counsel and Corporate Secretary | 2025 | $300,000 | $299,100 | $663,187 | $— | $39,867 | $1,306,801 | | | 2024 | $300,000 | $270,450 | $— | $599,943 | $27,201 | $1,197,594 | | | 2023 | $275,000 | $102,338 | $— | $3,611,667 | $29,875 | $4,018,880 |
FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE
| (3) Mr. Friedland’s salary was paid in in the form of 105,932 Stock Options on April 8, 2024, as described under “Fiscal Year 2024 Grants of Plan-Based Awards Table” in the 2025 Proxy Statement. |
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information regarding grants of awards under any plan during fiscal year ended December 31, 2025.
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Other Stock Awards: Number of Shares of Stocks or Units (#) | Grant Date Fair Value of Stock and Option Awards(2) | | Named Executive Officer | Grant Date | Approval Date | Threshold (#)(1) | Target (#) | Maximum (#) | | | | Ivanhoe Electric Awards | | | | | | | | | Robert Friedland(5) | | | | | | | | | 2025 LTI RSU Award(3) | 06-Mar-25 | 21-Feb-25 | — | — | — | 133,562 | $780,002 | | 2025 LTI PSU Award(4) | 06-Mar-25 | 21-Feb-25 | 0 | 200,342 | 400,684 | — | $1,416,418 | | Taylor Melvin | | | | | | | | | 2025 LTI RSU Award(3) | 06-Mar-25 | 21-Feb-25 | — | — | — | 68,493 | $399,999 | | 2025 LTI PSU Award(4) | 06-Mar-25 | 21-Feb-25 | 0 | 102,740 | 205,480 | — | $726,372 |
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Other Stock Awards: Number of Shares of Stocks or Units (#) | Grant Date Fair Value of Stock and Option Awards(2) | | Named Executive Officer | Grant Date | Approval Date | Threshold (#)(1) | Target (#) | Maximum (#) | | | | Jordan Neeser | | | | | | | | | 2025 LTI RSU Award(3) | 06-Mar-25 | 21-Feb-25 | — | — | — | 51,370 | $300,001 | | 2025 LTI PSU Award(4) | 06-Mar-25 | 21-Feb-25 | 0 | 51,370 | 102,740 | — | $363,186 | | Quentin Markin | | | | | | | | | 2025 LTI RSU Award(3) | 06-Mar-25 | 21-Feb-25 | — | — | — | 68,493 | $399,999 | | 2025 LTI PSU Award(4) | 06-Mar-25 | 21-Feb-25 | 0 | 68,493 | 136,986 | — | $484,246 | | Cassandra Joseph | | | | | | | | | 2025 LTI RSU Award(3) | 06-Mar-25 | 21-Feb-25 | — | — | — | 51,370 | $300,001 | | 2025 LTI PSU Award(4) | 06-Mar-25 | 21-Feb-25 | 0 | 51,370 | 102,740 | — | $363,186 |
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (1) Any performance between the 25th and 75th percentile is interpolated on a linear basis. |
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (2) Represents the grant date fair value of RSUs and PSUs granted to the officer determined in accordance with FASB ASC 718. See note 13(b) to the December 31, 2025 Audited Financial Statements. |
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (3) The number of restricted stock units granted under the Long-Term Incentive Plan during fiscal year 2025 is subject to the terms of each Named Executive Officer’s employment agreement, as described under “Compensation Discussion and Analysis- Equity Compensation.” |
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (4) The number of performance stock units granted under the Long-Term Incentive Plan during fiscal year 2025 is subject to the terms of each Named Executive Officer’s employment agreement, as described under “Compensation Discussion and Analysis- Equity Compensation.” |
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (5) Pursuant to the compensation arrangement between the Company and Mr. Friedland, the Company awarded Mr. Friedland an annual base salary for 2025, short-term incentive award for prior services, and long-term incentive awards for 2025 in the form of equity for 2025, pursuant to the Company’s equity based incentive plans and associated award agreements. Mr. Friedland was paid in equity in order to support his alignment with stockholder interests and to preserve the Company’s treasury. |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE The table below provides information on the equity awards held by the following officers as of December 31, 2025.
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| | | 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 ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(5) | | Ivanhoe Electric Awards(1) | | | | | | | | | | | Robert Friedland | 06-Mar-25 | — | — | — | — | 133,562(6) | $2,134,321(8) | — | — | | | 06-Mar-25 | — | — | — | — | — | — | 400,684 | $6,402,930 | | | 08-Apr-24 | 138,390 | 276,780 | $13.50 | 08-Apr-31 | — | — | — | — | | | 21-Nov-22 | 583,334 | — | $11.75 | 21-Nov-29 | — | — | — | — | | | 30-Jun-21 | 916,666 | — | $2.49 | 30-Jun-26 | — | — | — | — | | Taylor Melvin | 06-Mar-25 | — | — | — | — | 68,493(6) | $1,094,518(8) | — | — | | | 06-Mar-25 | — | — | — | — | — | — | 205,480 | $3,283,570 | | | 11-Mar-24 | 96,422 | 192,846 | $13.50 | 11-Mar-31 | — | — | — | — | | | 21-Nov-22 | 500,000 | — | $11.75 | 21-Nov-29 | — | — | — | — | | Jordan Neeser | 06-Mar-25 | — | — | — | — | 51,370(6) | $820,893(8) | — | — | | | 06-Mar-25 | — | — | — | — | — | — | 102,740 | $1,641,785 | | | 11-Mar-24 | 57,853 | 115,708 | $13.50 | 11-Mar-31 | — | — | — | — | | | 21-Nov-22 | 500,000 | — | $11.75 | 21-Nov-29 | — | — | — | — | | Quentin Markin | 06-Mar-25 | — | — | — | — | 68,493(6) | $1,094,518(8) | — | — | | | 06-Mar-25 | — | — | — | — | — | — | 136,986 | $2,189,036 | | | 11-Mar-24 | 77,138 | 154,277 | $13.50 | 11-Mar-31 | — | — | — | — | | | 1-Jan-23 | — | — | — | — | 450,000(7) | $7,191,000(8) | — | — | | Cassandra Joseph | 06-Mar-25 | — | — | — | — | 51,370(6) | $820,893(8) | — | — | | | 06-Mar-25 | — | — | — | — | — | — | 102,740 | $1,641,785 | | | 11-Mar-24 | 57,853 | 115,708 | $13.50 | 11-Mar-31 | — | — | — | — | | | 1-Feb-23 | 333,333 | 166,667 | $13.23 | 1-Feb-30 | — | — | — | — | | Cordoba Awards(2) | | | | | | | | | | | Robert Friedland | 09-Apr-24 | — | 50,000 | C$0.39 | 09-Apr-29 | — | — | — | — | | | 09-Apr-24 | — | — | — | — | 100,000 | $57,638(9) | — | — | | VRB Energy Awards(3) | | | | | | | | | | | Robert Friedland | 20-Mar-21 | 5,000,000 | — | $0.165 | 30-Mar-26 | — | — | — | — |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| (1) The stock options become exercisable in 1/3 annual increments commencing on each of the first three anniversaries of the date of grant and have a term of 7 years. |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| (2) The stock options vest 1/3 six months after the date of the grant, with an additional 1/3 vesting one year after the date of grant and the remaining 1/3 vesting two years after the date of grant. The restricted stock units vest ratably (1/3) on each of the first, second and third anniversaries of the date of grant. |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| (3) The stock options vest 20% upon grant, with an additional 20% vesting on each anniversary of grant. |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| (4) Reflects PSUs that are to be earned subject to the Company’s TSR relative to the S&P/ TSX Equal Weight Global Base Metals Index over a three-year period covering fiscal year 2025, fiscal year 2026, and fiscal year 2027 and the NEO’s employment through the settlement date (except in the event of a Termination of Service as described under “Long Term Incentive Plan”). Pursuant to SEC rules, the reported number of shares and payout value assume a payout of 200% of target PSUs because the Company’s relative TSR performance through the end of the first year of the performance period was above target performance. |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| (5) In accordance with FASB ASC718, the value is calculated by multiplying the number of PSUs that may be earned with respect to such PSUs (at the achievement levels set forth in footnotes 4 hereto, as applicable) by the closing market price of our stock $15.98 as of the close of trading on December 31, 2025; the actual number of PSUs earned will be based upon performance against applicable goals. |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| (6) Reflects time-based RSUs that vest in three equal annual installments (except in the event of a Termination of Service as described under “Long Term Incentive Plan”), beginning on the first anniversary of the grant date. |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| (7) Reflects time-based RSUs that vest in five equal annual installments (except in the event of a Termination of Service as described under “Long Term Incentive Plan”), beginning on the first anniversary of the grant date. |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| (8) The market value of the unvested Ivanhoe Electric RSUs is based on the $15.98 closing market price per share of our common stock on December 31, 2025. |
FISCAL YEAR 2025 OUTSTANDING EQUITY AWARDS TABLE
| (9) The market value of the unvested Cordoba RSUs was based on the C$0.79 closing market price per share of Cordoba’s common stock on December 31, 2025. This has been translated to USD using the Bank of Canada December 31, 2025, closing rate of 1 US dollar=1.3706 Canadian dollars (C$). |
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth information regarding option exercises and stock vesting during the fiscal year ended December 31, 2025.
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| | 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 Awards | | | | | | Robert Friedland | — | — | — | $— | | Taylor Melvin | — | — | 250,000(1) | $3,037,500 | | Jordan Neeser | — | — | — | $— | | Quentin Markin | — | — | 150,000(2) | $1,132,500 | | Cassandra Joseph | — | — | — | $— | | Cordoba Awards | | | | | | Robert Friedland | — | — | 50,000(3) | $14,487 | | | — | — | 33,334(4) | $18,063 | | | 100,000(5) | $27,203 | — | — | | | 100,000(6) | $17,410 | — | — |
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (1) Mr. Melvin was granted these RSUs on November 21, 2022. On November 21, 2025, the RSUs vested, and the value realized was based on the closing sales price of our common stock on the NYSE American on November 20, 2025, which was $12.15. |
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (2) Mr. Markin was granted these RSUs on January 1, 2023. On January 1, 2025, the RSUs vested, and the value realized was based on the closing sales price of our common stock on the NYSE American on December 31, 2024, which was $7.55. |
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (3) Mr. Friedland was granted these Cordoba RSUs on April 9, 2024. On April 9, 2025, the RSUs vested, the value realized was based on the closing sales price of Cordoba’s common stock on the TSX on April 8, 2025, which was C$0.41. This has been translated to USD using the Bank of Canada on April 9, 2025, closing rate of 1 US dollar= 1.4150 Canadian dollars. |
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (4) Mr. Friedland was granted these Cordoba RSUs on July 7, 2022. On July 7, 2025, the RSUs vested, the value realized was based on the closing sales price of Cordoba’s common stock on the TSX on July 4, 2025, which was C$0.74. This has been translated to USD using the Bank of Canada on July 7, 2025, closing rate of 1 US dollar= 1.3656 Canadian dollars. |
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (5) Mr. Friedland was granted these Cordoba stock options on April 9, 2024. On August 11, 2025, Mr. Friedland exercised 100,000 vested Cordoba options with an exercise price of C$0.395 and the value realized was based on the closing sales price of Cordoba’s common stock on the TSX on August 8, 2025, which was C$0.77. This has been translated to USD using the Bank of Canada on August 11, 2025, closing rate of 1 US dollar= 1.3785 Canadian dollars. |
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (6) Mr. Friedland was granted these Cordoba stock options on July 31, 2022. On August 11, 2025, Mr. Friedland exercised 100,000 vested Cordoba options with an exercise price of C$0.53 and the value realized was based on the closing sales price of Cordoba’s common stock on the TSX on August 8, 2025, which was C$0.77. This has been translated to USD using the Bank of Canada on August 11, 2025, closing rate of 1 US dollar= 1.3785 Canadian dollars. |
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL Below we describe the payments and benefits to which each of the following officers will be entitled to under his or her employment agreement if his or her employment is terminated both before and after a change in control.
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE The following table describes the estimated potential payments upon termination or change of control of the Company for the following officers. The amounts shown assume that the termination or change of control occurred on December 31, 2025. The actual amounts to be paid can only be determined at the time of such an officer’s separation from the Company.
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| | Termination without Cause(1)(2)(3) | Termination Following a Change in Control(5) | Death or Disability of NEO(6)(9) | | Robert Friedland | | | | | Lump Sum Payment: Base Salary | $— | $750,000 | $— | | Lump Sum Payment: Bonus | $— | $— | $— | | Restricted Stock Units (Unvested and Accelerated)(7)(10)(11)(12) | $978,216 | $2,191,960 | $2,191,960 | | Performance Stock Units (Unvested and Accelerated) | $533,572 | $3,201,465 | $3,201,465 | | Stock Option Awards (Unvested and Accelerated)(8)(13)(14)(15) | $484,580 | $700,642 | $700,642 | | Total | $1,996,368 | $6,844,067 | $6,094,067 | | 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)(7) | $501,644 | $1,094,518 | $1,094,518 | | Performance Stock Units (Unvested and Accelerated) | $273,626 | $1,641,785 | $1,641,785 | | Stock Option Awards (Unvested and Accelerated)(8) | $348,728 | $478,258 | $478,258 | | Total | $2,623,998 | $4,714,561 | $3,964,561 | | Jordan Neeser | | | | | Lump Sum Payment: Base Salary | $450,000 | $450,000 | $— | | Lump Sum Payment: Bonus | $450,000 | $450,000 | $450,000 | | Restricted Stock Units (Unvested and Accelerated)(7) | $376,233 | $820,893 | $820,893 | | Performance Stock Units (Unvested and Accelerated) | $205,215 | $820,893 | $820,893 | | Stock Option Awards (Unvested and Accelerated)(8) | $209,238 | $286,956 | $286,956 | | Total | $1,690,686 | $2,828,742 | $2,378,742 |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| | Termination without Cause(1)(2)(3) | Termination Following a Change in Control(5) | Death or Disability of NEO(6)(9) | | 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)(4)(7)(9) | $6,134,594 | $8,285,518 | $8,285,518 | | Performance Stock Units (Unvested and Accelerated) | $273,626 | $1,094,518 | $1,094,518 | | Stock Option Awards (Unvested and Accelerated)(8) | $278,983 | $382,607 | $382,607 | | Total | $7,887,203 | $10,962,643 | $10,362,643 | | Cassandra Joseph | | | | | Lump Sum Payment: Base Salary | $450,000 | $450,000 | $— | | Lump Sum Payment: Bonus | $450,000 | $450,000 | $450,000 | | Restricted Stock Units (Unvested and Accelerated)(7) | $376,233 | $820,893 | $820,893 | | Performance Stock Units (Unvested and Accelerated) | $205,215 | $820,893 | $820,893 | | Stock Option Awards (Unvested and Accelerated)(8) | $654,842 | $745,293 | $745,293 | | Total | $2,136,290 | $3,278,079 | $2,837,079 |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (1) If the Company terminates an NEO’s employment without Cause as defined in NEOs employment agreement before the unvested Ivanhoe Electric stock options are fully vested, a pro rata number of Ivanhoe Electric stock options shall vest on NEOs termination date based on his or her service completed from the Grant Date through the date of termination. The amount of unvested Ivanhoe Electric stock options that shall vest on the date of termination shall be equal to the number of whole months he or she was employed from the Grant Date, divided by 36 months, all multiplied by the number of unvested Ivanhoe Electric stock options at the date of termination. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (2) On a termination of NEO’s employment without Cause prior to the first anniversary of the vesting commencement date, a pro rata portion of the Ivanhoe Electric unvested RSUs shall vest based on the sum of: (1) a pro rata portion of the Ivanhoe Electric unvested RSUs relating to the one-third of the shares subject to the RSU award that would have otherwise vested on the first anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the Grant Date, divided by 12 months, plus (2) a pro rata portion of the Ivanhoe Electric unvested RSUs relating to the one-third of the shares subject to the RSU award that would have otherwise vested on the second anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 24 months, plus (3) a pro rata portion of the Ivanhoe Electric unvested RSUs relating to the one-third of the shares subject to the RSU award that would have otherwise vested on the third anniversary of the vesting commencement date, based on the number of whole months the participant was employed from the grant date, divided by 36 months. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (3) If the Company terminates the NEO’s employment without Cause prior to a Change in Control before the end of the performance period, a pro rata number of Ivanhoe Electric PSUs shall vest at the end of the performance period. The pro rata number will be calculated by multiplying the number of earned Ivanhoe Electric PSUs by a fraction, the numerator of which is the total number of days beginning on the grant date and ending on the termination date or, if applicable, on the final day of any legally-required notice period, and the denominator of which is the number of days in the performance period. For purposes of this table, we have assumed performance at target. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (4) If the Company terminates Mr. Markin’s employment without Cause as defined in Mr. Markin’s employment agreement before the shares subject to the Ivanhoe Electric RSUs are fully vested, a pro rata number of shares subject to unvested Ivanhoe Electric RSUs shall vest on Mr. Markin’s termination date based on his service completed from the Grant Date through the date of termination. The amount of shares subject to unvested Ivanhoe Electric RSUs that shall vest on the date of termination shall be equal to the number of whole months Mr. Markin was employed from the Grant Date, divided by 60 months, all multiplied by the number of unvested Ivanhoe Electric RSUs at the date of termination. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (5) On a termination of employment following a change of control, 100% of the outstanding Ivanhoe Electric RSUs, the target number of Ivanhoe Electric PSUs will vest and 100% of the outstanding Ivanhoe Electric stock options will vest and become exercisable, as of the date of termination to the extent they are not already fully vested. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (6) On a termination of employment due to death or disability, 100% of the outstanding Ivanhoe Electric RSUs, the target number of Ivanhoe Electric PSUs will vest, and 100% of the outstanding Ivanhoe Electric stock options will vest and become exercisable, as of the date of termination to the extent they are not already fully vested. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (7) The values of the accelerated Ivanhoe Electric RSUs were determined by multiplying (a) the December 31, 2025, closing price of our common stock, by (b) the number of unvested and accelerated Ivanhoe Electric RSUs under each scenario. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (8) The values of the accelerated Ivanhoe Electric options were determined by multiplying (a) the difference between the December 31, 2025 closing price of our common stock of $15.98 and the applicable exercise price of each option, by (b) the number of unvested and accelerated Ivanhoe Electric stock options under each scenario. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (9) Except in the case of Mr. Friedland, on a termination of employment due to death or disability, a Short Term Bonus is owed on a pro rata basis that considers the degree of achievement and/or satisfaction of performance criteria and targets prior to separation from service and the number of months worked divided by the total number of months in the reporting year, except that no Short Term Bonus will be earned if the executive’s employment is terminated for Cause or by reason of voluntary termination. The table excludes any such amounts. For purposes of this table the Company has assumed the maximum potential payout. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (10) The values of the accelerated Cordoba RSUs were determined by multiplying (a) C$0.79 closing market price per share of Cordoba’s common stock on December 31, 2025 by (b) the number of unvested and accelerated Cordoba RSUs under each scenario. This has been translated to USD using the Bank of Canada December 31, 2025 closing rate of 1 US dollar=1.3706 Canadian dollars. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (11) On a termination of employment following a change of control as defined in the Cordoba LTIP, 100% of the Cordoba unvested RSUs and unvested options will vest. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (12) On a termination of employment due to death or disability, 100% of the Cordoba unvested RSUs and options will vest. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (14) The values of the accelerated Cordoba options were determined by multiplying (a) the difference between the December 31, 2025 closing price of Cordoba common shares of C$0.79 and the applicable exercise price of each option, by (b) the number of unvested and accelerated cordoba stock options under each scenario. This has been translated to USD using the Bank of Canada December 31, 2025 closing rate of 1 US dollar=1.3706 Canadian dollars. |
2025 POTENTIAL PAYMENTS ON TERMINATION TABLE
| (15) No value has been attributed to accelerated VRB options, as the Company determined that such options were not in-the-money as at December 31, 2025. On a termination of employment due to death, 100% of Mr. Friedland’s VRB Energy Inc. stock options vest and become exercisable. There is no accelerated vesting of VRB Energy Inc. stock options on termination of employment due to disability. |
CEO PAY RATIO
CEO PAY RATIO The following summarizes the relationship between the annual total compensation of the median employee from among our employees (other than the CEO) and the annual total compensation of the CEO.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the available five years in the period ended December 31, 2025. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Fiscal Year 2025 Summary Compensation Table for each applicable year to determine the “actual” compensation paid to our principal executive officers (“PEOs”) and the average “actual” compensation paid to our non-PEO NEOs. The following table summarizes compensation values reported in the Fiscal Year 2025 Summary Compensation Table for our PEOs and the average for our non-PEO NEOs, as compared to Compensation Actually Paid (“CAP”) and the Company’s financial performance for the years ended December 31, 2025, 2024, 2023, and 2022:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Current PEO(1) | Summary Compensation Table 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: | | | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (Loss)(7) | | 2025 | $2,177,800 | $— | $6,062,235 | $— | $1,633,779 | $4,328,742 | $183.68 | $191.32 | ($125,047,000) | | 2024 | $1,995,245 | $— | $71,043 | $— | $1,494,212 | ($60,372) | $86.78 | $100.41 | ($140,270,000) | | 2023 | $971,879 | $— | ($1,090,621) | $— | $7,030,149 | $5,371,399 | $115.86 | $115.57 | ($216,075,000) | | 2022 | $10,083,718 | $3,103,477 | $12,566,218 | $9,302,368 | $2,181,633 | $2,862,386 | $139.66 | $111.63 | ($160,221,000) |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported for the current PEO are the amounts reported for our CEO, Mr. Melvin (the Company’s President and Chief Executive Officer since November 21, 2022), for each corresponding year in the “Total” column of the applicable Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported for the former PEO are the amounts reported for our former CEO, Mr. Friedland (the Company’s Executive Chairman) for each corresponding year in the “Total” column of the Summary Compensation Table of the Proxy Statement dated April 28, 2023. |
PAY VERSUS PERFORMANCE
| (3) Deductions from, and additions to, total compensation in the applicable Summary Compensation Table (“SCT”) by year to calculate Compensation Actually Paid (“CAP”) include: |
PAY VERSUS PERFORMANCE
| | | PEO | | | | Former PEO | Average non-PEO NEOs | | | | | | | 2025 | 2024 | 2023 | 2022 | 2022 | 2025 | 2024 | 2023 | 2022 | | Summary Compensation Total | | $2,177,800 | $1,995,245 | $971,879 | $10,083,718 | $3,103,477 | $1,633,779 | $1,494,212 | $7,030,149 | $2,181,633 | | Adjustments for Equity Awards | | | | | | | | | | | | Deduct: | Grant date values in SCT | ($1,126,371) | ($999,904) | $— | ($10,026,668) | ($3,103,477) | ($1,101,760) | ($989,854) | ($6,362,084) | ($2,036,581) | | Add: | Year-end fair value of unvested awards granted in the current year | $1,820,890 | $551,538 | $— | $12,509,168 | $3,962,783 | $1,874,415 | $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 | $1,396,205 | ($1,110,837) | ($1,961,668) | $— | $3,989,797 | $1,492,173 | ($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 | $1,793,711 | ($364,999) | ($100,832) | $— | $1,349,788 | $430,135 | ($192,135) | $— | $— | | Total Adjustments for Equity Awards | | $3,884,435 | ($1,924,202) | ($2,062,500) | $2,482,500 | $6,198,891 | $2,694,963 | ($1,554,584) | ($1,658,750) | $680,753 | | Compensation Actually Paid | | $6,062,235 | $71,043 | ($1,090,621) | $12,566,218 | $9,302,368 | $4,328,742 | ($60,372) | $5,371,399 | $2,862,386 |
PAY VERSUS PERFORMANCE
| (4) The dollar amounts reported for the non- PEO Named Executive Officers for 2025 are the average of the amounts reported for the other NEOs, Robert Friedland, Jordan Neeser, Quentin Markin and Cassandra Joseph, for the corresponding year in the “Total” column of the Fiscal Year 2025 Summary Compensation Table; for 2024, the amounts reported for the non- PEO Named Executive Officers are the average of the amounts reported for the other NEOs, Robert Friedland, Jordan Neeser, Quentin Markin and Cassandra Joseph, for the corresponding year in the “Total” column of the Summary Compensation Table of the Proxy Statement dated April 22, 2025; and the amounts reported for 2023 are the amounts reported for the other NEOs, Quentin Markin and Cassandra Joseph, in the “Total” column of the Summary Compensation Table of the Proxy Statement dated April 24, 2024; and the amounts reported for 2022 are the amounts reported for the other NEOs, Jordan Neeser and Glen Kuntz, in the “Total” column of the Summary Compensation Table of the Proxy Statement dated April 28, 2023. |
PAY VERSUS PERFORMANCE
| (5) Total Shareholder Return assumes the investment of $100 in our common stock beginning on June 30, 2022, which was the closing date of our initial public offering. |
PAY VERSUS PERFORMANCE
| (6) Peer group return is based on the S&P/TSX Equal Weight Global Base Metals Index. Amounts are converted from CAD to USD using the rate from Bank of Canada at each period end. |
PAY VERSUS PERFORMANCE
| (7) The Company’s net loss is reflected in the Company’s audited financial statements. |
PAY VERSUS PERFORMANCE
| (8) For 2025, the Company did not use any financial reporting measures to link compensation actually paid to the Company’s NEOs for fiscal year 2025 to company performance. As discussed under “Compensation Discussion & Analysis-Short Term Incentive Awards,” the Company focused on health, safety and the environment; operational performance; and corporate development in linking compensation to company performance for 2025. |
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND TOTAL SHAREHOLDER RETURN
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND TOTAL SHAREHOLDER RETURN The following chart illustrates the relationship between CAP to our Current PEO, Former PEO and non-PEO NEOs (averaged), and our Company’s TSR over the reporting period.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND NET INCOME
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND NET INCOME The following chart illustrates the relationship between CAP to our Current PEO, Former PEO and non-PEO NEOs (averaged), and our Net Income (Loss) over the reporting period.