Graham Boyd

About Graham Boyd

Graham Boyd is Senior Vice President, Exploration at Ivanhoe Electric (IE), serving in this role since August 7, 2023 after prior leadership of U.S. Projects (SVP; November 2022) and VP, U.S. Projects (June 2021). He is a geologist with 17+ years in base and precious metals across Australia, North America, and South America, and holds a B.Sc. in Geoscience from the University of Victoria. IE’s executive compensation framework links long-term pay to relative total shareholder return via a PSU program and maintains clawback and ownership policies intended to align executives with shareholders .

Past Roles

External Roles

Fixed Compensation

• As of Q1 2025, IE filed that an “Amended Executive Employment Agreement” with Graham Boyd (dated February 25, 2025) exists; specific salary/bonus terms were incorporated by reference and not summarized in the 10‑Q exhibit list .
• Boyd is not listed among IE’s Named Executive Officers (NEOs) in the 2025 proxy; his cash compensation details for FY2024 were not disclosed in NEO tables .

Performance Compensation

• Company LTIP grants in 2025 included broad-based RSUs and PSUs to certain officers and employees; the filing does not attribute counts to specific individuals (including Boyd):
  • RSUs: 776,557 units vesting in three equal tranches beginning one year from March 6, 2025; total grant-date fair value $4.5M .
  • PSUs: Target 714,822 units vesting on December 31, 2027; payout 0.0x–2.0x based on IE share price performance vs Base Metals Index; Monte Carlo fair value $5.1M; weighted average $7.07/unit; expected volatility 63.4% .
• IE’s PSU program design (approved in 2024) ties long-term awards to rTSR, with 3-year cliff vesting and linear interpolation between 25th and 75th percentile; no award below 25th percentile .

Equity Ownership & Alignment

• Ownership guidelines: Other Executive Officers are expected to hold IE stock equal to 2× annual base salary within 36 months of January 1, 2024 (or appointment for new execs); applies to SVPs such as Boyd .
• Anti-hedging and anti-pledging: IE prohibits hedging, short sales, buying on margin, and pledging of company securities by officers/employees; preclearance and blackout windows apply .
• 2025 offering lock-up: Company, officers and directors agreed to 90‑day lock-up after the October 22, 2025 prospectus; exceptions include equity plan issuances and S‑8 filings; individual lock-up agreements auto-terminate if offering doesn’t close by Nov 6, 2025 (extendable up to 30 days) .
• Clawback: Executives subject to mandatory clawback for erroneous incentive compensation over the prior three fiscal years upon an accounting restatement; no indemnification against clawback .

Employment Terms

• Amended Executive Employment Agreement dated Feb 25, 2025 (content not summarized in Q1 2025 10‑Q exhibits; details incorporated by reference to the 2024 10‑K) .
• General executive policies: Non-solicit and confidentiality obligations for executives, insider trading restrictions, blackout periods, and pre-clearance of trades .
• JV governance exposure: Boyd serves as Director of IE MENA Holdings Ltd. in the Ma’aden JV umbrella; this creates operational interlocks but no related‑party compensation items were disclosed for him .

Performance & Track Record

• Discovery/execution: Leader in delineation and exploration success for Alacran and San Matias Cu‑Au‑Ag (Colombia) with HPX; discovery team for Merlin (Mo‑Re) and resource development of Mt Dore Cu and Mt Elliott‑SWAN Cu‑Au (Australia) .
• IE project leadership: Progression from VP U.S. Projects (June 2021) to SVP (Nov 2022) and SVP Exploration (Aug 7, 2023), reflecting increased responsibility across IE’s U.S. portfolio .
• Compliance note: One late Form 4 filing reported for FY2023, relating to an August 9, 2023 option award (reported Aug 15, 2023) .

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited, reducing misalignment risk .
• Clawback: Robust policy on restatements helps mitigate pay‑for‑performance risk .
• Offering lock-up: Near-term insider selling pressure curtailed for 90 days post-Oct 22, 2025 offering, with limited exceptions .
• Late Section 16 filing: One late Form 4 in 2023 for Boyd; minor compliance flag without noted penalties .

Investment Implications

• Alignment: Boyd’s role is governed by IE’s stock ownership policy (2× salary), anti‑hedging/pledging restrictions, and a clawback framework, pointing to solid alignment and risk controls .
• Incentive design: Company-level rTSR PSU program with 0–2x payout and 3‑year cliff vesting indicates increased linkage of executive wealth to market‑relative performance; while individual grant sizes are undisclosed for Boyd, program mechanics suggest retention and performance orientation .
• Retention/pressure: The October 2025 offering’s 90‑day lock-up reduces near‑term selling pressure; combined with multi‑year vesting on RSUs/PSUs, near‑term turnover risks appear contained .
• Execution confidence: Boyd’s exploration track record across multiple major deposits supports the value-creation narrative in IE’s U.S. copper portfolio; governance ties to the Saudi JV broaden strategic optionality without disclosed related‑party compensation risks for Boyd .