Ivanhoe Electric Inc.
For the period ended Jun 4, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2026 · Filed Apr 21, 2026
Contents
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:
| • | “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. |
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| • | “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 |
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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.
| • | 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. |
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| • | 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. |
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The amount vested may range from nil to 2.0x, as discussed below:
| • | If the Company’s share price performs in line with the 50th percentile, executives receive a 1.0x PSU payout. |
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| • | If performance reaches or exceeds the 75th percentile, the payout increases to 2.0x PSUs, reflecting superior shareholder value creation. |
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| • | 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. |
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| • | Any performance between the 25th and 75th percentile is interpolated on a linear basis. |
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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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.