Priya Patil
About Priya Patil
Priya Patil, age 62, has served as an independent director of Ivanhoe Electric (IE) since June 30, 2022; she is Chair of the Compensation and Nominating Committee (CNC) and a member of the Audit Committee (AC) . She is an experienced corporate director, former senior public company executive, and investment banker, with a J.D. from the University of Ottawa and a B.Sc. in Statistics and Computer Sciences from the University of Bombay; she holds ICD.D credentials and is admitted to the State Bar of California and the Ontario Bar . The Board has determined she is independent under NYSE American rules and Rule 10A‑3 for Audit Committee membership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toronto Stock Exchange (TSX) | Head, Business Development (Diversified Industries) | 2014–2016 | Business development leadership |
| PI Financial Corp. | Managing Director, Partner, Founding Partner (Eastern Operations) | Not disclosed | Investment banking leadership |
| Loewen Ondaatje McCutcheon | Managing Director, Partner, Head of Investment Banking | Not disclosed | Investment banking leadership |
| Breakwater Global Resources Ltd | Global General Corporate Counsel | Not disclosed | Senior legal executive, mining |
| Brobeck, Phleger & Harrison LLP | Attorney (Palo Alto) | Not disclosed | Corporate/securities law |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rambler Metals & Mining PLC (AIM: RMM) | Director; Chair of Compensation, Governance & Nominations; Member Audit and Safety/Health/Environment/Community | Not disclosed | Committee leadership and oversight |
| Signature Resources Inc. (TSX-V: SIG) | Director | Not disclosed | Board member |
| Alexandria Minerals Corporation | Independent Director; Chair Audit Committee; Member Management & Special Committee | 2016–2019 | Audit chair; special committee |
| Council of Great Lakes Region | Board Member | 2019–2022 | Non-profit governance |
| University of Ottawa, Faculty of Law | Advisory Board Member | 2016–2019 | Academic advisory |
| Metropolitan Toronto University, Digital Media Zone | Advisory Board Member | 2016–2019 | Innovation advisory |
| Association of Corporate Growth | Board Member | 2015–2019 | Industry organization governance |
Board Governance
- Committee assignments: Chair, Compensation & Nominating Committee; Member, Audit Committee .
- Independence: Board determined Patil is independent (NYSE American) and AC‑independent under Rule 10A‑3 .
- Meetings/engagement: In 2024, CNC met 6 times, AC met 4 times, Board met 4 times; 100% of directors attended the 2024 Annual Meeting; independent directors meet privately at Board and Committee meetings .
- Compensation Committee interlocks: None—no relationships requiring related-party disclosure; no member is or has been an IE officer/employee .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation & Nominating (CNC) | Chair | 6 |
| Audit Committee (AC) | Member | 4 |
Fixed Compensation
| Component (Non-Employee Director) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $30,000 | Paid bi-annually; cash or elective equity |
| Committee membership fee (AC member) | $5,000 | Additional cash retainer |
| Committee chair fee (CNC Chair) | $10,000 | Additional cash retainer |
| Total cash fees earned (FY2024) | $45,000 | As disclosed for Patil |
Performance Compensation
| Equity Component | FY2024 Grant/Value | Vesting/Terms |
|---|---|---|
| Stock options (fair value) | $99,992 | Director options granted; fair value per ASC 718 |
| RSUs/DSUs (grant) | None disclosed for FY2024 | Director equity policy allows DSUs/RSUs, but 2024 table shows no stock awards |
| Options outstanding at FY2024 year-end | 28,927 | Outstanding count per director |
Non-Employee Director Equity Compensation Policy: base $130,000 comprised of $30,000 cash and $100,000 equity; equity can be DSUs/RSUs/options under LTIP. DSUs vest quarterly through Year 1; settlement either 3 years from grant or upon termination (per election rules). Committee chairs receive additional cash ($10,000; AC Chair $15,000); committee members receive $5,000 .
Other Directorships & Interlocks
| Type | Item |
|---|---|
| Current public company boards | Not disclosed (past public boards listed above) |
| Notable prior public boards | Rambler Metals & Mining PLC; Alexandria Minerals; Signature Resources Inc. |
| Interlocks/Conflicts | None disclosed; CNC members (incl. Patil) had no relationships requiring Item 404 disclosure; no officer cross-directorships affecting CNC |
Expertise & Qualifications
- Legal and finance: J.D.; investment banking leadership; mining-sector corporate counsel .
- Governance education: Rotman Directors Education Program; Innovation Governance Program (Council of Canadian Innovators); ICD.D designation .
- Audit-eligible independence: Meets Rule 10A‑3 criteria for Audit Committee .
Equity Ownership
| Ownership Detail (as of March 11, 2025) | Amount | Notes |
|---|---|---|
| Directly owned shares | 1,972 | Common stock held directly |
| DSUs vested within 60 days | 14,886 | DSUs counted as beneficially owned |
| Options exercisable within 60 days | 9,642 | Vested options within 60 days |
| Total beneficial ownership | 26,500 | Less than 1% of outstanding |
| Shares outstanding (for % reference) | 132,565,318 | Company common shares outstanding |
| Pledging/Hedging | Prohibited by company policy (anti-hedging; anti-margins/pledging) | |
| Ownership guidelines | Non-Employee Directors: 3x annual retainer; compliance required within 36 months of Jan 1, 2024; individual compliance status not disclosed |
Governance Assessment
- Board effectiveness: Active leadership as CNC Chair and AC member; CNC engaged independent consultant (Hugessen) to review pay and design PSU framework, signaling robust oversight of compensation governance .
- Independence and conflicts: Board affirmatively determined Patil’s independence; CNC interlocks/insider participation disclosures indicate no related-party issues; AC reviews related-party transactions, with committee wholly independent .
- Engagement: Committee cadence (CNC 6; AC 4) and 2024 Annual Meeting 100% director attendance support strong engagement by independent directors .
- Alignment mechanisms: Director pay blends cash and equity; DSU/option structure and 3x retainer stock ownership guidelines enhance alignment; clawback policy and insider trading controls (anti-hedging/anti-pledging) strengthen investor protection .
- Risk indicators/red flags: No delinquent Section 16 filings in FY2024; no Patil-specific related-party transactions disclosed; no evidence of hedging/pledging permitted by policy .
Overall signal: Patil’s dual role (CNC Chair; AC member), legal/finance background, and independence support board effectiveness and investor confidence; pay structure and ownership policies reinforce alignment, with no disclosed conflicts or attendance concerns .