Victoire de Margerie
About Victoire de Margerie
Independent director of Ivanhoe Electric Inc. (IE) since June 30, 2022; age 62. She has 35+ years in the global materials industry across Europe and North America, is Executive Chairman/Reference Shareholder of Rondol Industrie SAS, and serves on innovation-focused boards; education includes HEC Paris, Sciences Po Paris, and a PhD in Management Science (Université Paris 2 – Panthéon Assas) . She is classified as independent by IE’s board under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arkema SA (Euronext Paris: AKE) | Director; Chair, Innovation & Growth Committee | 2012–2023 | Chaired innovation and growth oversight |
| Babcock International Group (LSE: BAB) | Director | 2016–2021 | Not disclosed |
| Morgan Ceramics | Director | 2012–2016 | Not disclosed |
| Norsk Hydro | Director | 2012–2014 | Not disclosed |
| Outokumpu | Director | 2007–2011 | Not disclosed |
| Italcementi | Director | 2006–2016 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rondol Industrie SAS | Executive Chairman / Reference Shareholder | 2012–present | Deep tech extrusion machinery for drug formulations and high-tech applications |
| Verkor (France – EV batteries) | Director; Chair, Technology & Growth Committee | 2023–present | Chairs technology and growth |
| World Materials Forum | Founder & Vice Chairman | 2014–present | Industry dialogue platform |
| National Academy of Technologies of France | Academician | Elected 2019 | Not disclosed |
| Mines ParisTech | Board member | Joined 2020 | Not disclosed |
| Eurazeo (Euronext Paris) | Director (former) | 2012–2024 | Not disclosed |
Board Governance
- Independence: Determined independent under NYSE American rules; not on Audit, Compensation & Nominating (CNC), or Health, Safety & Environmental (HSE) committees .
- Board/Committee activity and attendance indicators: IE held 4 board meetings in 2024; AC 4; CNC 6; HSE 3; 100% of directors attended the 2024 annual meeting (per-company disclosure, not per-director) .
- Board leadership: Executive Chairman (Robert Friedland) and separate CEO roles; Board periodically reviews structure .
| Governance Item | Detail |
|---|---|
| Board independence status | Independent |
| IE committees (member/chair) | None |
| Board meetings (2024) | 4 meetings |
| Committee meetings (2024) | AC 4; CNC 6; HSE 3 |
| 2024 annual meeting attendance | 100% of directors present (company-wide disclosure) |
| Leadership structure | Executive Chair separate from CEO |
Fixed Compensation
Policy: Non-employee directors receive $130,000 annually ($30,000 cash, $100,000 equity in DSUs/RSUs/options at Board discretion); committee membership +$5,000; committee chair +$10,000 (Audit Chair +$15,000). DSU equity is typically granted in March post-blackout and vests quarterly in Year 1; settlement choices defined; similar mechanics if director elects to take cash retainer in equity .
| Year | Cash Fees ($) | Committee Fees ($) | Equity Instrument | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 30,000 | 0 (no committees) | Stock Options (under LTIP) | 99,992 | 129,992 |
| 2023 | 30,000 | 0 (no committees) | Deferred Share Units (DSUs) | 100,236 | 130,236 |
Additional details:
- Options outstanding at FY2024 year-end: 28,927 for each non-employee director (including de Margerie) .
- Standard committee fee schedule (membership/chair/Audit chair) .
Performance Compensation
No performance-based pay is disclosed for non-employee directors; board equity grants are time-based and not tied to Company performance metrics (performance share programs discussed in proxy apply to executives, not directors) .
| Pay Element | Performance Linkage | Metric | FY2024 Weight | FY2024 Outcome |
|---|---|---|---|---|
| Non-employee director equity (DSUs/Options) | None disclosed for directors | N/A | N/A | Time-based vesting only |
Other Directorships & Interlocks
- Public and major private boards: Verkor (current; Chair Technology & Growth); Eurazeo (ended 2024); Arkema (ended 2023); prior Babcock, Morgan Ceramics, Norsk Hydro, Outokumpu, Italcementi .
- Committee roles elsewhere: Chairs technology/innovation committees at Verkor and formerly Arkema .
- Interlocks/conflicts: IE discloses related-party transactions primarily involving the Executive Chairman and other entities; no related-party transactions are disclosed for de Margerie .
Expertise & Qualifications
- Materials industry operator and director with multi-country experience (Canada, France, Germany, UK, US), with emphasis on technology, innovation, and industrial strategy .
- Education: HEC Paris; Sciences Po Paris; PhD in Management Science (Université de Paris 2 – Panthéon Assas) .
- Innovation governance: Founder & Vice Chairman of World Materials Forum; Academician, National Academy of Technologies of France .
Equity Ownership
| Component | Amount |
|---|---|
| Beneficial ownership (common shares) | 24,528 shares; <1% of class |
| Breakdown | 14,866 DSUs; 9,642 options exercisable within 60 days (as of Mar 11, 2025) |
| Ownership guidelines | Non-employee directors must hold ≥3x annual retainer; compliance within 36 months from Jan 1, 2024 |
| Hedging/pledging | Company prohibits hedging, short sales, and pledging/margin of Company stock |
| Shares pledged as collateral | Not disclosed (policy prohibits pledging) |
Governance Assessment
- Positives: Independent status; strong materials/technology and European industrial governance experience; equity-based director pay aligns incentives; anti-hedging/anti-pledging and stock ownership guidelines support alignment . Attendance signals are adequate at the board level (100% director attendance at 2024 annual meeting) .
- Watch items: No committee assignments reduce direct influence over audit, compensation, and HSE oversight compared to committee members . Extensive external board history requires ongoing monitoring for overboarding risk, though no attendance shortfalls are disclosed; no related-party exposure disclosed for de Margerie .
- Broader governance context: 2025 proposal to eliminate supermajority voting provisions (simple majority) is shareholder-friendly and reduces entrenchment risk .