Sofia Bianchi
About Sofia Bianchi
Sofia Bianchi, age 68, has served on Ivanhoe Electric’s Board since July 2023 and is a member of the Health, Safety and Environmental (HSE) Committee; she brings over 37 years of finance experience and global board/executive roles . She is the founding partner of Atlante Capital Partners (since May 2016), holds a Master’s in Finance from Wharton and a BA in Economics from George Washington University . Current external board roles include Chair of Canagold Resources (CCM:CA) since July 2022, Non‑Executive Director of Ma’aden (Saudi Tadawul) since December 2022, Non‑Executive Director of Manara Minerals (a venture between Ma’aden and PIF), Independent NED of Yellow Cake plc (AIM:YCA) since 2018, and roles at Sitex SA and Spitex Perspecta AG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDC Group | Head of Special Situations | Prior role (dates not specified) | Led restructurings; finance expertise |
| Feronia Inc. (TSX) | Director | Jan 2019 – Jul 2020 | Board service during restructuring |
| ARM Cement PLC (NSE) | Director | Jan 2018 – Jan 2019 | Board service during restructuring |
| Endeavour Mining (TSX & LSE) | Director | Nov 2019 – May 2022 | Mining sector governance |
| Kenmare Resources Plc (LSE & Euronext Dublin) | Director | Apr 2008 – May 2017 | Long-tenure board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Canagold Resources Ltd. (CCM:CA) | Chair | Since Jul 2022 | Chair role indicates governance leadership |
| Saudi Arabian Mining Company (Ma’aden) | Non‑Executive Director | Since Dec 2022 | Strategic investor in IE; board nominee arrangement noted below |
| Manara Minerals Investment Company | Non‑Executive Director | Since Jun 2003 | Venture between Ma’aden and PIF |
| Yellow Cake plc (AIM:YCA) | Independent NED | Since 2018 | Uranium company board |
| Sitex SA; Spitex Perspecta AG (SOL SpA Group) | Non‑Executive Director | Since 2017; Since 2019 | Home‑based healthcare firms |
| Atlante Capital Partners | Founding Partner | Since May 2016 | Investment firm focused on financial restructuring |
Board Governance
- Committee assignments: Member, Health, Safety and Environmental Committee (“HSE”); HSE was established in Feb 2024; 2024 meetings: 3; members: Ronald Vance (Chair), Patrick Loftus‑Hills, Sofia Bianchi .
- Independence status: The proxy identifies independent directors as Ball, de Margerie, Loftus‑Hills, Patil, and Vance; Bianchi is not listed as independent and is Ma’aden’s nominee per the Investor Rights Agreement (IRA) .
- Years of service: Director since 2023; appointed July 6, 2023 .
- Attendance: Board held 4 meetings in 2024; Compensation & Nominating 6; Audit 4; HSE 3; 100% of directors attended the 2024 Annual Meeting, and independent directors meet privately during meetings .
| 2025 Annual Meeting Vote – Director Election (Sofia Bianchi) | Votes |
|---|---|
| For | 102,625,713 |
| Against | 11,351,774 |
| Abstain | 25,398 |
| Broker Non‑Votes | 8,465,696 |
- Governance changes: Stockholders approved eliminating supermajority voting provisions; Board recommended approval .
- Related‑party oversight: Audit Committee (all independent) reviews related‑party transactions under charter; Ball deemed “audit committee financial expert” .
Fixed Compensation
| Fiscal Year 2024 Non‑Employee Director Compensation – Sofia Bianchi | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $35,000 |
| Stock Awards | — |
| Option Awards (Grant Date Fair Value) | $99,992 |
| All Other Compensation | — |
| Total | $134,992 |
| Non‑Employee Director Equity Compensation Policy | Terms |
|---|---|
| Annual base fee | $130,000 total; $30,000 cash + $100,000 equity |
| Equity form | DSUs, RSUs, or stock options at Board discretion |
| Committee fees | Member: +$5,000 cash; Chair: +$10,000 cash; Audit Chair: +$15,000 cash |
| Cash retainer in equity | Director may elect equity instead of cash; DSUs follow same vest/settlement rules |
Performance Compensation
| Equity Terms (Directors) | Detail |
|---|---|
| DSU vesting | Vests at end of each calendar quarter in year of grant; 100% by year‑end |
| DSU settlement | Earlier of 3 years from grant or termination of service; directors may elect settlement timing per policy |
| RSUs/Options | Terms set under 2022 LTIP; at Board discretion for directors |
| Performance metrics | No director‑specific performance metrics disclosed for DSUs/RSUs/options |
Executive PSU framework (for context, not awarded in 2024): 3‑year cliff‑vesting with performance measured by relative TSR to peers; PSUs not awarded in 2024 .
Other Directorships & Interlocks
| Relationship | Detail | Governance/Conflict Consideration |
|---|---|---|
| Ma’aden Investor Rights Agreement | IE agreed to appoint a Ma’aden‑selected nominee and grant Ma’aden ongoing nomination rights while it owns ≥8% of IE; Bianchi is Ma’aden’s nominee | Potential influence on board independence and strategic decisions; nomination rights directly tied to Ma’aden ownership |
| Ma’aden top‑up & standstill rights | Top‑up to maintain ~9.9% ownership; 5‑year standstill (≤19.9% without consent); disposal restrictions; registration rights | Ongoing capital and control dynamics with Ma’aden; clear long‑term shareholder relationship |
| IE–Ma’aden JV expansion | 8‑K disclosed amendments and new Saudi exploration licenses added to JV in 2025 | Active strategic partnership; interlocks heighten related‑party oversight needs |
Expertise & Qualifications
- Finance expert with 37+ years of experience in restructuring and global board roles; founding partner, Atlante Capital Partners .
- Advanced education: Master’s in Finance (Wharton), BA in Economics (GWU) .
- Mining sector governance experience (Endeavour Mining, Kenmare Resources, Yellow Cake) .
Equity Ownership
| Beneficial Ownership (as of Mar 11, 2025) | Shares | % of Class |
|---|---|---|
| Total beneficial ownership – Sofia Bianchi | 18,472 | <1% |
| Breakdown: DSUs vested within 60 days | 8,830 | — |
| Breakdown: Options exercisable within 60 days | 9,642 | — |
| Options outstanding at FY2024 year‑end | 28,927 | — |
- Director stock ownership guidelines: Non‑employee directors must hold 3× annual retainer; compliance required within 36 months of Jan 1, 2024 (or appointment for new directors); committee oversees administration .
- Trading restrictions: Company lock‑up agreements cover officers and directors for offerings with defined exceptions (e.g., S‑8 plans, certain JV/strategic issuances, Ma’aden top‑up) .
- Anti‑hedging/anti‑margin and clawback policy sections are included in the proxy’s governance framework .
Governance Assessment
- Independence and conflicts: Bianchi is not designated an independent director and serves as Ma’aden’s nominee under the IRA; her concurrent Ma’aden and Manara Minerals roles, alongside IE’s active JV with Ma’aden, present ongoing related‑party exposure requiring robust Audit Committee review and transparent recusal practices where appropriate .
- Committee effectiveness: HSE Committee established in 2024 with defined ESG oversight scope (health & safety, tailings, climate, water, biodiversity, stakeholder relations, responsible sourcing), indicating maturing governance over non‑financial risk; Bianchi’s membership aligns with sector expertise .
- Engagement signal: 2025 director election support for Bianchi was 102.6M “For” vs 11.35M “Against,” notably lower “For” than some peers, suggesting pockets of shareholder scrutiny around independence/interlocks; continued investor engagement advisable .
- Compensation alignment: 2024 director pay for Bianchi skewed toward equity via options ($99,992 FV) with modest cash ($35,000), consistent with IE’s policy of linking director pay to equity; no director performance metrics disclosed, lowering pay‑for‑performance sensitivity for board members .
- Ownership alignment: She holds DSUs and exercisable options (aggregate <1% of common); IE requires 3× retainer ownership within 36 months, but individual compliance status is not disclosed, suggesting monitoring for guideline attainment .
- Shareholder governance: Elimination of supermajority vote provisions approved, a positive signal for shareholder rights and board responsiveness .
- Say‑on‑pay context: Advisory vote passed with 108.5M For vs 5.49M Against, indicating broader support for compensation practices overseen by the Compensation & Nominating Committee (independent, with Hugessen engaged as independent consultant) .
Additional Reference Tables
| Committee Structure (2024) | Members | Meetings |
|---|---|---|
| Audit Committee | Russell Ball (Chair), Priya Patil, Ronald Vance – all independent | 4 |
| Compensation & Nominating | Priya Patil (Chair), Russell Ball, Patrick Loftus‑Hills – all independent | 6 |
| Health, Safety & Environmental | Ronald Vance (Chair), Patrick Loftus‑Hills, Sofia Bianchi | 3 |
| 2025 Annual Meeting – Say‑on‑Pay Advisory Vote | Votes |
|---|---|
| For | 108,475,648 |
| Against | 5,488,810 |
| Abstain | 38,427 |
| Broker Non‑Votes | 8,465,696 |