Cassandra Joseph
About Cassandra Joseph
Cassandra Joseph, age 54, is an independent director of i-80 Gold (IAUX) since May 14, 2024. She is General Counsel and Corporate Secretary at Ivanhoe Electric, with 20+ years in corporate, environmental and IP law; prior roles include SVP & General Counsel at Nevada Copper, senior legal and compliance roles at Tahoe Resources, and service in the Nevada Attorney General’s Office. Education: JD, Santa Clara University School of Law; BA, University of California, Berkeley. 2024 shareholder support for her election was 97% For .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevada Copper | Senior Vice President & General Counsel | Since 2019 (prior to Ivanhoe Electric) | Corporate legal leadership in mining sector |
| Tahoe Resources (Nevada-based) | Vice President, Associate GC, Corporate Secretary, Chief Compliance Officer | Prior to sale to Pan American Silver | Governance, compliance, corporate secretaryship |
| Nevada Attorney General’s Office | Counsel (Environmental Protection, Water Resources, Dept. of Natural Resources agencies) | Prior to corporate roles | Regulatory and environmental law expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ivanhoe Electric | General Counsel & Corporate Secretary | Current (joined Feb 2023) | Mining industry executive role; not disclosed as a public company directorship |
| Bunker Hill Mining Corp. | Director | Until June 2024 | Prior public company directorship; no current reporting issuer directorships disclosed for 2024 |
Board Governance
- Independence: Classified as Independent; served on Compensation Committee (appointed May 14, 2024) alongside independent directors .
- Committee assignments: Compensation Committee member (from May 14, 2024) ; Technical, Safety & Sustainability (TSS) Committee member and appointed Chair in February 2025 . TSS remit includes health, safety, environmental compliance, biodiversity/water impacts, community engagement, and climate-related risk oversight .
- Attendance (2024): Board 4/4 (100%); Compensation Committee 1/1 (100%); overall attendance 5/5 (100%) .
- Governance processes: CG&N Committee oversees related-party transactions, board effectiveness assessments, and committee composition; annual board assessments conducted via questionnaire .
- Shareholder advisory votes: As an “emerging growth company,” IAUX is exempt from say-on-pay and say-on-frequency votes under U.S. rules, reducing direct shareholder compensation feedback mechanisms .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Board cash retainer (pro-rated) | $41,250 | Joined May 14, 2024; retainer paid quarterly; may be taken in cash or DSUs; she elected DSUs in lieu of cash for 2024 . |
| Standard board retainer (full year reference) | $55,000 | Framework for non-chair directors . |
| Committee chair fees (Audit/Comp/CG&N/TSS) | $10,000 (Audit Chair), $7,500 (Comp Chair), $5,000 (CG&N/TSS Chair) | Framework; applicable by role. TSS chair appointment occurred in Feb 2025 (outside 2024 compensation period) . |
| Additional fee for >2 committee seats | $5,000 | Not applicable in 2024 (served on one committee) . |
| Meeting fees | Not disclosed | No meeting fee schedule disclosed . |
| 2024 Director Compensation Summary | Fees Earned or Paid in Cash ($) | Share-Based Awards ($) | Option-Based Awards ($) | Total ($) |
|---|---|---|---|---|
| Cassandra Joseph | $41,250 | $47,466 | $0 | $88,716 |
Performance Compensation
- Director equity compensation is delivered via DSUs under the Omnibus Incentive Plan; no performance metric framework (e.g., TSR, EBITDA targets) is described for director awards in the director compensation tables/framework .
| Component | Metric/Detail | 2024 |
|---|---|---|
| DSU Grants (value) | Grant value | $47,466 |
| DSUs Held | Units | 46,057 |
| Option Awards | Grants/strike/vesting | None disclosed for 2024 |
| Value Vested (Option-Based) | $ | $0 |
| Value Vested (Share-Based) | $ | $0 |
| Non-Equity Incentive Plan | $ | $0 |
| Performance Metrics | Targets (TSR, EBITDA, ESG) | Not disclosed in director framework |
Other Directorships & Interlocks
| Company | Relationship | Status | Potential Interlocks/Conflict Notes |
|---|---|---|---|
| Bunker Hill Mining Corp. | Director | Until June 2024 | Prior directorship; no ongoing interlock disclosed . |
| Reporting Issuer Directorships (current, 2024 disclosures) | None | N/A | Proxy table lists “None” for other reporting issuer directorships . |
| Ivanhoe Electric | Employer (GC & Corporate Secretary) | Current | External mining executive role; related-party transactions at IAUX are overseen by CG&N Committee; no specific IAUX–Ivanhoe transactions disclosed in proxy . |
Expertise & Qualifications
- Primary expertise: Legal, Governance, Capital Markets; Secondary: Risk Management, Environmental .
- Education: JD (Santa Clara University), BA (UC Berkeley) .
- Industry experience: 20+ years in mining sector legal, compliance, and regulatory roles .
Equity Ownership
| Ownership Measure | Value |
|---|---|
| Total beneficial ownership (units/shares) | 46,057 |
| Percent beneficially owned | 0.01% |
| Common Shares | Nil |
| Options | Nil |
| DSUs/RSUs | 46,057 |
| Director Ownership Requirement | 3x cash retainer over 5 years; threshold $165,000 |
| Actual Share Ownership (as of 2025-04-23) | $41,145 |
| Threshold Met | No |
| Deadline to meet guideline | 2029-05-14 |
Governance Assessment
- Strengths: Independent director; 100% attendance across board and Compensation Committee in 2024; active on Compensation Committee; appointed Chair of TSS in Feb 2025, signaling board trust in her ESG, safety and regulatory oversight capabilities .
- Alignment: Comp mix emphasizes DSUs; she elected to receive 2024 director fees in DSUs, with total 2024 comp of $88,716 and DSU grant value of $47,466, which supports ongoing equity alignment .
- Ownership guideline status: Below the 3x retainer requirement (actual ownership $41,145 vs $165,000 threshold) with a compliance deadline of May 14, 2029; early tenure partly explains the shortfall but remains an alignment gap to monitor. RED FLAG: Not yet meeting director ownership guideline .
- Shareholder oversight context: IAUX’s EGC status eliminates say‑on‑pay/frequency votes, reducing direct shareholder advisory input on compensation governance; investors may rely more heavily on the proxy’s committee oversight and disclosure quality .
- Conflicts/related parties: No current reporting-issuer directorships disclosed; CG&N Committee explicitly oversees related-party transactions and board effectiveness assessments. No specific related-party transactions involving Ms. Joseph are disclosed in the proxy .