Cassandra Joseph
About Cassandra Joseph
General Counsel and Corporate Secretary at Ivanhoe Electric Inc. since February 1, 2023; age 53; JD from Santa Clara University School of Law and BA from UC Berkeley . 2024 pay-for-performance emphasized health, safety, operational execution, and corporate development for short-term incentives; the company’s TSR proxy framework shows $100 invested equaled $86.78 at year-end 2024, $115.86 in 2023, and $139.66 in 2022, with CAP disclosures noting non-financial STIP metrics in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nevada Copper | Senior Vice President & General Counsel | May 2019–Jan 2023 | Led legal, corporate governance, and compliance during operations and financing cycles . |
| Tahoe Resources | VP, Associate GC, Corporate Secretary, Chief Compliance Officer | 2015–2019 | Oversaw corporate legal, compliance, and governance through corporate transactions prior to sale to Pan American Silver . |
| Nevada Attorney General’s Office | Attorney representing environmental and water agencies | N/D | Advised on environmental protection and water resources regulatory matters . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| i-80 Gold Corp (NYSE: IAUX; TSX: IAU) | Director | May 2024–present | Board oversight; governance and mining industry expertise . |
| Bunker Hill Mining Corporation | Lead Independent Director; Chair of Corporate Governance, Nominations & Compensation | 2020–2024 | Strengthened governance, compensation oversight, and board processes . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $275,000 | $300,000 |
| All Other Compensation ($) | $29,875 (401k $4,875; relocation $25,000) | $27,201 (Life $134; STD/LTD $2,183; Medical $15,845; 401(k) $9,039) |
| Total Cash (Salary + Other) ($) | $304,875 | $327,201 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Short-Term Incentive (Cash) | Health, Safety & Environment; Operational Performance; Corporate Development | Not disclosed | $300,000 (100% of salary) | $270,450 (paid) | N/A |
| Equity – Options (2023) | 500,000 options @ $13.23 | N/A | LTIP target 200% of salary | Grant date fair value included in 2023 total comp; award terms below | 1/3 annually starting Feb 1, 2024 |
| Equity – Options (2024) | 173,561 options @ $13.50 | N/A | LTIP target (award under LTIP) | $599,944 grant date fair value | 1/3 annually starting Mar 11, 2025 |
Equity Awards and Vesting Detail
| Grant Date | Type | Shares/Units | Strike | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Feb 1, 2023 | Stock Options | 500,000 | $13.23 | Feb 1, 2030 | 1/3 annually on Feb 1, 2024/2025/2026 |
| Mar 11, 2024 | Stock Options | 173,561 | $13.50 | Mar 11, 2031 | 1/3 annually on Mar 11, 2025/2026/2027 |
Vesting schedule implications:
- 2025: Second tranche of 2023 grant (Feb 1, 2025) and first tranche of 2024 grant (Mar 11, 2025) become exercisable, potentially increasing sellable supply if options are in-the-money; note IE options were out-of-the-money at $7.55 on 12/31/2024 relative to strikes, reducing near-term exercise pressure .
Multi-Year Compensation Summary
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $275,000 | $300,000 |
| Bonus ($) | $102,338 | $270,450 |
| Stock Awards ($) | — | — |
| Option Awards ($) | $3,611,667 | $599,944 |
| All Other Compensation ($) | $29,875 | $27,201 |
| Total ($) | $4,018,880 | $1,197,595 |
Equity Ownership & Alignment
| Metric | Dec 31, 2024 | Mar 11, 2025 |
|---|---|---|
| Direct/Common Shares Owned | Not disclosed for Cassandra at 12/31/2024 | 2,000 (via Cassandra Joseph Family Trust) |
| Options Exercisable (beneficial within 60 days) | 166,666 (Feb 1, 2023 grant) | 391,186 (exercisable within 60 days after Mar 11, 2025) |
| Options Unexercisable (remaining) | 333,326 (Feb 1, 2023 grant) and 173,561 (Mar 11, 2024 grant) | N/D |
| Total Beneficial Ownership (SEC definition) | N/D | 393,186; less than 1% of outstanding shares |
| Pledging/Hedging/Margin | Prohibited by company policy; anti-hedging, anti-short sales, anti-margins | |
| Stock Ownership Guideline | 2× base salary; compliance within 36 months from Jan 1, 2024 (or appointment) |
Notes:
- As of 12/31/2024, IE options were not in-the-money (stock at $7.55), so accelerated option value modeled as $0 under termination scenarios; reduces immediate selling pressure from option exercises absent price appreciation .
Employment Terms
| Term | Detail |
|---|---|
| Appointment & Agreement | Executive Employment Agreement dated Jan 4, 2023; appointed GC & Corporate Secretary effective Feb 1, 2023 . |
| Base Salary | $300,000 . |
| Bonus Target | 100% of base salary (STIP) . |
| LTIP Target | 200% of base salary . |
| Initial Equity | 500,000 stock options @ $13.23, vest 1/3 annually from Feb 1, 2024 . |
| Severance (No CIC) | 1.5× base salary + 1.5× target bonus; pro-rata vesting of options (formula-based) . |
| Severance (CIC; Double Trigger) | Lump sum base: 18 months + 1 month per full year of service after year 3 up to max 24 months; 150% of short-term bonus target; 100% vesting of options on termination within 12 months post-CIC . |
| Death/Disability | 100% vesting of options; pro-rata short-term bonus per policy (table excludes pro-rata amounts) . |
| Non-Solicitation | 12 months post-separation . |
| Clawback | SEC- and exchange-compliant clawback policy; 3-year look-back on restatements; no indemnification for clawback losses . |
| Insider Trading Controls | Pre-clearance required; quarterly blackout; anti-hedging, anti-short sales, anti-margins (no pledging) . |
| Ownership Guidelines | 2× salary; compliance required within 36 months from Jan 1, 2024; newly appointed executives have 36 months from appointment . |
2024 Year-End Outstanding Equity (Detail)
| Grant | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Feb 1, 2023 Options | 166,666 | 333,326 | $13.23 | Feb 1, 2030 |
| Mar 11, 2024 Options | — | 173,561 | $13.50 | Mar 11, 2031 |
Potential Payments on Termination (as modeled at 12/31/2024)
| Scenario | Lump Sum Base ($) | Lump Sum Bonus ($) | Accelerated Options/RSUs ($) | Total ($) |
|---|---|---|---|---|
| Without Cause | 450,000 | 450,000 | $0 (options OTM at $7.55 vs strikes) | 900,000 |
| Following Change in Control | 450,000 | 450,000 | $0 (options OTM at $7.55 vs strikes) | 900,000 |
| Death/Disability | — | 450,000 (max assumption per table note) | $0 (options OTM) | 450,000 |
Risk Indicators & Red Flags
- No pledging permitted; hedging and margin transactions prohibited, reducing alignment risks from collateralized holdings .
- Company-wide clawback policy in force; covers incentive-based compensation and accounting restatements (3-year look-back) .
- Section 16(a) compliance: company reports timely filings for 2024 (no delinquent reports noted) .
- Related party transactions disclosed primarily involve other executives and affiliates; no Cassandra-specific related party transactions disclosed .
Investment Implications
- Pay-for-performance alignment: Cassandra’s incentives rely predominantly on options with multi-year vesting and STIP tied to HSE/operations/corporate development; option grants were out-of-the-money at 12/31/2024, focusing value on longer-term execution and share price recovery .
- Retention risk appears mitigated by double-trigger CIC protection and pro-rata vesting on involuntary termination; ownership guidelines and anti-pledging/hedging strengthen alignment with shareholders .
- Watch trading signals around vest dates (Feb 1 and Mar 11 each year) and potential Form 4 filings; exercise pressure likely contingent on stock price exceeding $13.23–$13.50 strikes .
- Governance safeguards (clawback, insider trading pre-clearance) and lack of pledging reduce asymmetric risk, but TSR softness in 2024 underscores execution risk on operational and development milestones driving option realizable value .