Sector: Materials
IVANHOE ELECTRIC INC · Meeting: June 4, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Friedland has served since 2021; the stock's 3-year return of +14.3% falls in the low-positive tier, and the XLB benchmark gap of -20.9 percentage points is well below the 50-percentage-point trigger required to vote against, so no TSR-based concern arises; no overboarding, attendance, or independence issues apply to this executive director.
Melvin joined in 2022 and serves as CEO-director; the 3-year TSR gap versus XLB is -20.9 percentage points, far short of the 50-percentage-point threshold needed to trigger a vote against in the low-positive TSR tier; no overboarding or attendance issues identified.
Ball joined in 2022, has strong financial expertise as a CPA and former mining CFO, chairs the Audit Committee appropriately, attended 100% of meetings, and the TSR gap versus XLB (-20.9pp) does not reach the 50pp trigger for the low-positive TSR tier.
Bianchi joined in July 2023, which is less than 36 months ago but more than 24 months, so the exemption does not fully apply; however, the 3-year TSR gap of -20.9pp versus XLB does not meet the 50pp threshold required to trigger a vote against, and she brings relevant international mining finance experience with 100% committee attendance.
Katase joined in January 2022, has relevant technology and energy policy expertise, attended 100% of meetings, and the TSR gap of -20.9pp versus XLB falls well short of the 50pp trigger for the low-positive TSR tier.
Loftus-Hills joined in March 2023, brings over 40 years of global mining industry experience, attended 100% of meetings, and the TSR gap of -20.9pp versus XLB does not reach the 50pp threshold needed to trigger a vote against.
De Margerie joined in June 2022, has 40 years of materials industry expertise and relevant board experience, attended 100% of meetings, and the TSR gap of -20.9pp versus XLB is well below the 50pp trigger for the low-positive TSR tier.
Patil joined in June 2022, has legal, capital markets, and mining governance experience, chairs the Compensation and Nominating Committee and serves on the Audit Committee with appropriate qualifications, attended 100% of meetings, and the TSR gap of -20.9pp versus XLB does not trigger a vote against.
Vance joined in June 2023, has over 40 years of mining and corporate finance experience, chairs the Health, Safety and Environmental Committee and serves on the Audit Committee, attended 100% of meetings, and the TSR gap of -20.9pp versus XLB falls well below the 50pp trigger.
All nine director nominees receive a FOR vote. The company's 3-year price return of +14.3% places it in the low-positive TSR tier, where the threshold to vote against directors using the XLB sector ETF fallback is 50 percentage points of underperformance versus the benchmark; the actual gap is only -20.9 percentage points, so the TSR trigger does not fire for any director. No overboarding, attendance, independence, or qualification concerns were identified across the slate.
CEO
Taylor Melvin
Total Comp
$2,177,800
Prior Support
N/A
CEO Taylor Melvin received total compensation of $2,177,800 in 2025, which is reasonable for a CEO at a $2.3 billion basic materials company with his level of experience. The pay structure is well-designed: the long-term incentive plan targets 200% of base salary, and for the CEO the equity mix is 60% performance stock awards (which vest only if the company outperforms peers in the S&P/TSX Equal Weight Global Base Metals Index over three years) and 40% time-based stock awards, meaning the majority of total pay is variable and tied to measurable performance outcomes. The company has a meaningful clawback policy in place, a stock ownership requirement of 3x base salary for the CEO, and the prior year's advisory vote showed overwhelming support with no structural changes needed; taken together, the pay program is appropriately structured and aligned with shareholder interests.
Auditor
Deloitte LLP
Tenure
N/A
Audit Fees
$1,332,764
Non-Audit Fees
$63,193
Non-audit fees (audit-related fees of $61,251 plus all other fees of $1,942, totaling $63,193) represent approximately 4.7% of audit fees of $1,332,764, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $2.3 billion market cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy; this absence is noted as a minor negative but does not change the vote. No material restatements were identified.
The 2026 annual meeting of Ivanhoe Electric Inc. presents three standard proposals: director elections, executive compensation advisory vote, and auditor ratification. All proposals receive a FOR vote — the full nine-director slate passes the TSR, attendance, and qualification screens; the CEO pay program is well-structured with a majority of compensation tied to relative total shareholder return performance; and Deloitte's non-audit fee ratio of approximately 4.7% is far below the independence concern threshold.
