Patrick Loftus-Hills
About Patrick Loftus-Hills
Patrick Loftus-Hills, 59, is an independent director of Ivanhoe Electric Inc. (IE) who has served on the Board since March 2023. He sits on the Compensation and Nominating Committee and the Health, Safety and Environmental (HSE) Committee. He brings 35+ years of global mining industry experience, including senior investment banking roles; he holds Law and Science degrees from Monash University (Australia).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moelis & Company | Senior Advisor | 2001–present | Longstanding advisor with deep mining sector focus |
| Moelis & Company | Partner & Managing Director | 2011–Dec 2021 | Led mining coverage; strategic, M&A and capital markets advisory |
| UBS (Hong Kong, New York, Australia) | Joint Head, Asian Industrials Group; Head, Natural Resources (Asia) | Prior to 2011 | Leadership roles in global mining team; advised on cross-border M&A and capital raises |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Sweetwater Royalties LLC (Orion Resource Partners portfolio co.) | Managing Member – Advisor | May 2022 | Royalty-focused entity; advisory role |
| Monash University US Leadership Council | Chairman | n/a | Academic affiliation and leadership |
| US Friends of the Australian Chamber Orchestra | Co-Chairman | n/a | Non-profit arts leadership |
| AUS USA Foundation | Vice Chairman | n/a | Non-profit leadership |
Board Governance
- Independence status: The Board determined Mr. Loftus-Hills is independent under NYSE American rules; the CNC and Audit Committees comprise only independent directors (he is on CNC; Audit comprises Ball, Patil, Vance) .
- Committee assignments and activity:
- Compensation and Nominating Committee (CNC): Member; 6 meetings in 2024; fully independent; engaged Hugessen Consulting as independent advisor .
- Health, Safety and Environmental Committee (HSE): Member; established February 2024; 3 meetings in 2024; mandate covers HSE and ESG reporting oversight .
- Board/meeting cadence and attendance:
- 2024 meetings held: Board (4), CNC (6), Audit (4), HSE (3) .
- Annual Meeting: 100% of directors attended in 2024 .
- Individual director attendance rates beyond the Annual Meeting are not disclosed in the proxy .
- Compensation committee interlocks: None; no relationships requiring Item 404 related-party disclosure among CNC members (Patil, Ball, Loftus-Hills) .
- Stock ownership policy: Non-employee directors must hold stock equal to 3x annual retainer within 36 months of January 1, 2024; policy effective November 2, 2023 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid bi-annually; directors may elect to receive in equity instead |
| Committee membership fees | $10,000 | $5,000 per committee (CNC and HSE) |
| Total cash fees (reported) | $40,000 | Matches committee membership + base cash retainer |
| Equity grant (options) – grant-date fair value | $99,992 | Non-employee director 2024 option award value |
| Total 2024 director compensation | $139,992 | Cash + option award |
Policy details (structure and vesting mechanics):
- Standard non-employee director package: $130,000 annually, split $30,000 cash and $100,000 equity; equity may be DSUs, RSUs or stock options at Board/CNC discretion .
- If DSUs are granted, vest quarterly over Year 1; settlement election rules as prescribed; accelerated on death/disability .
- Committee chair fees: additional $10,000 (Audit Chair $15,000) .
Performance Compensation
- Director equity is time-based (DSUs/RSUs) or stock options; no director-specific performance metrics disclosed. Equity award type and terms are determined under IE’s LTIP; the Board administers grants to non-employee directors .
- LTIP guardrails: overall compensation limit for non-employee directors of $750,000 per year (cash plus equity at grant-date fair values) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in Mr. Loftus-Hills’ biography section of the proxy . |
- Interlocks: No compensation committee interlocks or insider participation involving Mr. Loftus-Hills reported for 2024 .
Expertise & Qualifications
- 35+ years in global mining finance; extensive cross-border M&A and capital markets advisory for mining companies .
- Senior leadership in investment banking (Moelis & Co.; UBS natural resources) .
- ESG/HSE oversight experience as a member of IE’s HSE Committee, which oversees HSE and ESG risk management and reporting, including tailings, climate, water, biodiversity, human rights, and stakeholder relations .
- Education: Law and Science degrees, Monash University (Australia) .
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| Shares beneficially owned | 18,867 | March 11, 2025 | <1% of outstanding shares |
| Options outstanding (FY-end 2024) | 28,927 | Dec 31, 2024 | Options outstanding per director at FY-end; vesting/exercisability not detailed |
| Ownership guideline | 3x annual retainer | Policy effective Nov 2, 2023 | Compliance required within 36 months of Jan 1, 2024 |
| Shares pledged | Not disclosed | — | No pledging disclosure noted for Mr. Loftus-Hills in proxy materials |
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep mining and capital markets expertise; sits on CNC (compensation oversight/board nominating) and HSE (HSE/ESG oversight) .
- Board determined independence; CNC fully independent; no Item 404 related-party transactions or interlocks reported for CNC members (including Mr. Loftus-Hills) .
- Aligned compensation structure for directors with meaningful equity component; transparent fee schedule and LTIP cap for non-employee directors .
- Stock ownership policy requiring 3x retainer within 36 months supports alignment; all directors attended the 2024 Annual Meeting .
- Potential conflict watchpoints (no red flags disclosed):
- External advisory roles (e.g., Sweetwater Royalties/Orion Resource Partners, Moelis & Company) create broad industry networks; while the proxy reports no related-party transactions requiring disclosure and confirms independence, investors may monitor for any future transactions that could involve entities with which Mr. Loftus-Hills is affiliated .
- RED FLAGS: None identified in the proxy for Mr. Loftus-Hills (no related-party transactions, no interlocks, independence affirmed) .
Notes on Board Structure and Process (context):
- HSE Committee established February 2024, formalizing oversight of HSE and broader ESG topics and reporting, a positive governance development for a mining/exploration company .
- CNC engaged Hugessen Consulting in 2023 as an independent compensation consultant; independence and lack of conflicts affirmed, supporting robust pay governance .