Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Ivanhoe Electric Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

 

 

LETTER TO OUR STOCKHOLDERS

 

April 21, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Ivanhoe Electric Inc. ("Ivanhoe Electric" or the "Company") on June 4, 2026, at 9:30 A.M. Mountain Standard Time (MST). The Annual Meeting will be held in the AC Meeting Room, AC Hotel Phoenix Tempe/Downtown, 100 East Rio Salado Parkway, Tempe, AZ 85281.

We hope you can join us for the Annual Meeting. As a stockholder, your participation in the affairs of Ivanhoe Electric is important, regardless of the number of shares you hold. Therefore, whether or not you are able to attend the Annual Meeting, please vote your shares as soon as possible by following the instructions provided in the Notice of Internet Availability, or if you hold your shares through a bank, broker or other financial intermediary, by following the instructions provided by the financial intermediary. If you decide to attend the Annual Meeting, you will be able to vote at the meeting even if you have previously voted.

Our Notice of the 2026 Annual Meeting of Stockholders, proxy statement for the Annual Meeting, and 2025 Annual Report are available on our corporate website at www.ivanhoeelectric.com. On April 21, 2026, we mailed our stockholders a notice containing instructions on how to access these materials and how to vote their shares. The notice provides instructions on how you can request a paper copy of these materials by mail, by telephone or by email. If you requested your materials via email, the email contains voting instructions and links to the materials on the Internet.

On behalf of the Board of Directors, we would like to express our appreciation for your continued interest in Ivanhoe Electric.

Sincerely yours,

/s/ Robert Friedland

Robert Friedland

Executive Chairman of the Board of Directors

/s/ Taylor Melvin

Taylor Melvin

President and Chief Executive Officer

450 E. Rio Salado Parkway, Suite 130, Tempe, AZ 85281

TEL: (480) 656-5821

https://www.ivanhoeelectric.com

The 2026 Annual Meeting of Stockholders of Ivanhoe Electric Inc. will be held:

At the Annual Meeting, stockholders will be asked to vote on the following proposals and to conduct any other business properly brought before the meeting:

Record Date: You are entitled to vote at the Annual Meeting and any adjournment thereof if you were a stockholder at the close of business on April 7, 2026.

Annual Report: Our 2025 Annual Report is a part of our proxy materials being made available to you.

We utilize a U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. We believe that this delivery process will reduce our environmental impact and over time lower the costs of printing and distributing our proxy materials. We believe that we can achieve these benefits with no impact on our stockholders' timely access to this important information. If you have received our Notice of Internet Availability of Proxy Materials (the "Notice") and you would prefer to receive proxy materials (including a proxy card) in printed form by mail or electronically by email, please follow the instructions contained in the Notice.

Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible by telephone, via the Internet or by completing, dating, signing and returning a proxy card (as instructed in the Notice) to ensure your shares are voted, or, if you hold your shares in street name, by following the instructions provided by your bank, broker or other financial intermediary. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors

 

/s/ Cassandra Joseph

 

Cassandra Joseph

General Counsel and Corporate Secretary

 

April 21, 2026

TABLE OF CONTENTS

GENERAL INFORMATION

HOUSEHOLDING OF PROXY MATERIALS

Some brokers and other nominee record holders may be participating in the practice of "householding" proxy statements. This means that only one copy of this proxy statement may have been sent to multiple stockholders in a stockholder's household. The Company will promptly deliver a separate copy of the proxy statement to any stockholder who contacts the Company's Corporate Secretary by writing to Ivanhoe Electric Inc., 450 E. Rio Salado Parkway, Suite 130, Tempe, AZ 85281, or by calling (480) 656-5821. If a stockholder is receiving multiple copies of this proxy statement at the stockholder's household and would like to receive a single copy of the proxy statement for a stockholder's household in the future, the stockholder should contact his or her broker, other nominee record holder, or the Company's Corporate Secretary to request mailing of a single copy of this proxy statement.

THE COMPANY'S WEBSITE

In addition to the information about the Company contained in this proxy statement, information about the Company can be found on its website located at www.ivanhoeelectric.com including information about its management team, products and services and its corporate governance practices. The content on the Company's website is available for information purposes only, and should not be relied upon for investment purposes, and is not deemed to be incorporated by reference into this proxy statement.

THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE

The Company's principal executive office is located at 450 E. Rio Salado Parkway, Suite 130, Tempe, AZ 85281.

ANNUAL REPORT AND OTHER SEC FILINGS

Our 2025 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K are available on our corporate website www.ivanhoeelectric.com under the "Investors-Reports and Filings" tab. These and other U.S. Securities and Exchange Commission ("SEC") filings, including this proxy statement, are also available on the SEC's website at www.sec.gov. The Company will provide, without charge, to any person upon written request or telephone call a copy of any of our SEC filings. All such requests should be directed to our Corporate Secretary, Ivanhoe Electric Inc., 450 E. Rio Salado Parkway, Suite 130, Tempe, AZ 85281, or by calling (480) 656-5821.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND THE 2026 ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting will be held in person in the AC Meeting Room, AC Hotel Phoenix Tempe/Downtown, 100 East Rio Salado Parkway, Tempe, AZ 85281.

If you request printed versions of the proxy materials by mail, these proxy materials will also include the proxy card or voting instruction form for the Annual Meeting.

The SEC rules that allow us to furnish our proxy materials over the Internet rather than in paper form do not require us to do so for all stockholders. We may choose to send certain stockholders the Notice, while sending other stockholders a full set paper copy of our proxy materials.

We will also consider and vote upon any other business properly brought before the Annual Meeting.

Each share of common stock is entitled to one vote. On the Record Date, there were 157,991,593 shares of our common stock issued and outstanding.

Stockholder of Record

If your shares are registered directly in your name with Ivanhoe Electric's transfer agent, Computershare Investor Services Inc., you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your proxy directly to Ivanhoe Electric or to vote your shares in person at the Annual Meeting.

Beneficial Owner

If you hold shares in a stock brokerage account or through a bank or other financial intermediary, you are considered the beneficial owner of shares held in street name. Your bank, broker or other financial intermediary is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker, or other financial intermediary on how to vote your shares, but because you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. As a beneficial owner, you are, however, welcome to attend the Annual Meeting.

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, please bring and present a form of government-issued photo identification as well as documentation to demonstrate beneficial ownership of your shares if shares are held through a broker, bank, or other nominee.

Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described in the Notice so that your vote will be counted if you later decide not to attend the Annual Meeting. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

On the Internet-You may vote at www.proxyvote.com 24 hours a day, seven days a week. Have your Notice, your proxy card, or the instructions that accompanied your proxy materials and enter the Control Number to submit your vote via the website. We encourage you to vote by proxy via the Internet, since it is quick, convenient and provides a cost savings to us. When you vote by proxy via the Internet prior to the Annual Meeting date, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and, therefore, not be counted.

By Telephone-You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. Have your Notice, your proxy card, or the instructions that accompanied your proxy materials when you call and enter the Control Number when prompted to submit your vote. When you vote by telephone prior to the Annual Meeting date, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and, therefore, not be counted.

By Mail-You may vote using your proxy card by completing, signing, dating, and returning the proxy card in the self-addressed, postage-paid envelope provided. If you properly complete your proxy card and send it to us in time to vote, your proxy (one of the individuals named as proxies by our Board of Directors on your proxy card (the "Named Proxies") will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your shares, as permitted, will be voted as recommended by our Board of Directors. If any other matter is presented at the Annual Meeting, the Named Proxies will vote in accordance with his or her best judgment. As of the date of this proxy statement, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

If you are the beneficial owner of shares held in street name, you may instruct your bank, broker, or other financial intermediary to vote your shares by following the instructions provided by your bank, broker, or other financial intermediary. Most intermediaries offer voting by mail, by telephone and on the Internet.

If you hold your shares directly, you must (a) file with our Corporate Secretary a written notice of revocation or (b) timely deliver a valid, later-dated proxy by telephone, on the Internet, or by mail, or vote your shares in person at the Annual Meeting. Your attendance at the Annual Meeting will not by itself revoke your previously granted proxy unless you give written notice of revocation to our Corporate Secretary before the Annual Meeting, or you vote at the Annual Meeting. Any proxy submitted by a stockholder of record may be revoked at any time prior to its exercise at the Annual Meeting.

For shares you own beneficially, you may change your vote by submitting new voting instructions to your bank, broker, or other financial intermediary, or by following the instructions that accompanied your proxy materials. If you voted on the Internet or by telephone, you may change your vote by following the instructions for voting by either method until 11:59 P.M. Eastern Time (ET) on June 3, 2026.

On Proposal 2 - Non-binding, advisory vote to approve executive compensation, you may vote "FOR," "AGAINST" or "ABSTAIN." For abstentions, see "What happens if I abstain from voting?" below.

On Proposal 3 - Ratification of the appointment of our independent registered public accounting firm, you may vote "FOR," "AGAINST" or "ABSTAIN." For abstentions, see "What happens if I abstain from voting?" below.

If you specify a voting choice, your shares will be voted in accordance with that choice. If you vote your shares, but do not indicate your voting preferences, the Named Proxies, will vote your shares in accordance with the recommendations of the Board of Directors.

If you are a beneficial owner and you have not provided voting instructions to your bank, broker or other financial intermediary, such firm may exercise discretion to vote your shares only with respect to the ratification of our independent registered public accounting firm (Proposal 3). Your broker does not have discretionary authority to vote your shares in the election of the directors (Proposal 1), on the non-binding, advisory vote to approve executive compensation (Proposal 2), resulting in a "broker non-vote" with respect to those matters. See "What is a broker non-vote?"

Approval of the non-binding, advisory vote on the approval of our executive compensation (Proposal 2) will require the affirmative vote of the holders of a majority of the stock present in person or by proxy entitled to vote.

Approval of the ratification of our independent registered public accounting firm (Proposal 3) will require the affirmative vote of the holders of a majority of the stock present in person or by proxy entitled to vote.

In each case, a quorum must be present at the Annual Meeting for a valid vote.

ABOUT IVANHOE ELECTRIC INC.

We are a technology-driven United States minerals exploration and development company with a focus on copper and other critical metals vital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. Our wholly owned assets are located in the United States. We operate exploration joint ventures and alliances in Saudi Arabia, Chile and the United States. We use our powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our subsidiary, Computational Geosciences Inc. ("CGI"), to accelerate and de-risk the mineral exploration process in the search for new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals.

We are committed to the establishment of strong relationships with our local communities and the responsible development of our projects by incorporating best practices for health, safety and environmental standards, water management, protection of local cultural heritage and biodiversity, and minimizing our environmental footprint. We prioritize hiring from local communities.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

2025 IVANHOE ELECTRIC SUSTAINABILITY HIGHLIGHTS

As we progress our Santa Cruz Copper Project from the Preliminary Feasibility Study toward site construction, we remain focused on integrating responsible mining principles into engineering, design, and project planning. Efforts during the year included optimizing energy use, improving water management plans and efficiency, and reducing material consumption to support the development of a modern, low-impact underground mining operation. These initiatives reflect our commitment to advancing the Santa Cruz Copper Project in a manner that prioritizes safety and delivers long-term value while upholding high standards of environmental and social responsibility.

Ivanhoe Electric's sustainability approach is grounded in disciplined governance, responsible resource development, and transparent reporting. Our strategy reflects the Company's current stage of development and focuses on the material topics most relevant to our investors, host communities, and other stakeholders. We align our disclosures with the Sustainability Accounting Standards Board (SASB) Metals & Mining framework and continue to integrate sustainability considerations into our long-term planning for the Santa Cruz Copper Project.

The Board of Directors, through its Health, Safety and Environmental Committee, continued to provide robust oversight of sustainability-related risks and opportunities. The Committee maintained 100% meeting attendance during the year and received regular updates from management on environmental performance, safety initiatives, community engagement, and permitting progress. The Committee also reviewed and approved the Company's annual sustainability report and supported efforts to advance responsible development practices across the organization.

We delivered strong safety performance in 2025, achieving zero recordable injuries. This outcome reflects our continued focus on embedding a proactive safety culture and advancing our Health and Safety Management System. We also launched an employee wellness program designed to support physical and mental well-being, with participation increasing throughout the year. Safety and wellness remain top priorities as we prepare for the transition from study to construction activities.

During the year, we enhanced our sustainability disclosures by reporting SASB Metals & Mining metrics and expanding transparency around environmental and social performance. The Santa Cruz Copper Project Preliminary Feasibility Study includes detailed analysis of sustainability-related risks and opportunities, providing a foundation for future reporting aligned with evolving global standards.

We continued to advance permitting activities through constructive engagement with state and local regulatory agencies. Our Community Working Group expanded its outreach efforts, strengthening relationships with tribal partners, local organizations, and community stakeholders. Engagement activities included sponsorships, volunteer initiatives, participation in community events, and ongoing dialogue to ensure local perspectives are incorporated into project planning and decision making.

PROPOSAL ONE

ELECTION OF DIRECTORS

At the Annual Meeting, nine directors will be proposed for election by the stockholders to serve on our Board of Directors until the next annual meeting of stockholders, or until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal. Properly submitted proxies will be voted "FOR" the election as director of the persons named below unless the proxy contains instructions to the contrary. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Management has no reason to believe that any of the nominees are unable or unwilling to serve, if elected. However, in the event that he or she should become unable or unwilling to serve as a director, the proxy will be voted for the election of such person as shall be designated by the Board of Directors.

Nominees

The Board of Directors has nominated the following persons to serve as directors: Robert Friedland, Taylor Melvin, Russell Ball, Sofia Bianchi, Hirofumi Katase, Patrick Loftus-Hills, Victoire de Margerie, Priya Patil and Ronald Vance with a term that will expire at the next meeting of stockholders in 2027 when directors will be elected. Information regarding the business experience of the director nominees may be found under the section of this proxy statement entitled "Board of Directors and Corporate Governance-The Board of Directors."

Vote Required

The election of each director nominee will require that the votes cast for a nominee's election exceed the votes cast against such nominee's election (excluding abstentions and broker non-votes). Pursuant to the terms of our bylaws and Advance Voting Policy, if a nominee in an uncontested election is not elected by a majority vote, then the director shall offer to resign from his or her position as a director. Unless the Board of Directors decides to reject the offer or to postpone the effective date of the offer, the resignation shall become effective 60 days after the date of the election. In making a determination whether to reject the offer or postpone the effective date, the Board of Directors will consider all factors it deems relevant to the best interests of the Company. Pursuant to our Advance Voting Policy, the Board of Directors will accept the resignation absent exceptional circumstances and, if the Board of Directors determines that exceptional circumstances exist and the Board of Directors does not accept the resignation, the Company will take the necessary steps to resolve the exceptional circumstance prior to the next stockholder meeting at which directors are elected. If the Board of Directors rejects the resignation or postpones its effective date, it will issue a public statement that discloses the reason for its decision.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH DIRECTOR NOMINEE LISTED IN PROPOSAL 1.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of the Board of Directors. Our Board of Directors currently consists of nine members.

Our Board of Directors consists of a single class of directors and directors will serve until a successor is duly elected and qualified or until a director's earlier death, removal, or resignation. The current members of our Board of Directors are Robert Friedland, Taylor Melvin, Russell Ball, Sofia Bianchi, Hirofumi Katase, Patrick Loftus-Hills, Victoire de Margerie, Priya Patil and Ronald Vance.

Our Board of Directors, on the recommendation of the Compensation and Nominating Committee, has nominated Robert Friedland, Taylor Melvin, Russell Ball, Sofia Bianchi, Hirofumi Katase, Patrick Loftus-Hills, Victoire de Margerie, Priya Patil and Ronald Vance to stand for election at this year's Annual Meeting. If re-elected, each of these nine nominees will serve on our Board of Directors until the 2026 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified in accordance with the Company's bylaws. If any of these nominees should become unable to accept election, our Named Proxies may vote for other person(s) selected by our Board of Directors. Our Board of Directors has no reason to believe that any of the nominees will be unable to accept election.

DIRECTOR NOMINEES

THE BOARD OF DIRECTORS

ARRANGEMENTS OR UNDERSTANDINGS

We have entered into an Investor Rights Agreement with Maaden dated July 6, 2023 ("IRA") under which, among other things, we agreed to appoint a nominee selected by Maaden to our Board of Directors until our next annual meeting of stockholders and provide Maaden with the continuing right to nominate one director to our Board of Directors for so long as Maaden owns at least 8% of the outstanding shares of our common stock, subject to certain exceptions. Sofia Bianchi is Maaden's nominee to serve on the Board of Directors.

FAMILY RELATIONSHIPS

There are no family relationships among any of our directors, director nominees or executive officers.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

Our Board of Directors is currently led by our Executive Chairman, Mr. Friedland. Our Board of Directors recognizes that it is important to determine an optimal board leadership structure to ensure independent oversight of management as the Company continues to grow. We separate the roles of Chief Executive Officer ("CEO") and Chairman of the Board of Directors in recognition of the differences between the two roles. The CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Executive Chairman provides guidance to the CEO and presides over meetings of the full Board of Directors. We believe this separation of responsibilities provides a balanced approach to managing the Board of Directors and overseeing the Company.

Our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

DIRECTOR INDEPENDENCE

Under the rules of NYSE American, at least a majority of the directors on the board of directors of a listed company must be independent directors. In addition, rules require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and corporate governance committees be independent. Under these rules, a director will only qualify as an "independent director" if, in the opinion of that company's Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors has undertaken a review of the independence of each director nominee and considered whether each director nominee has a material relationship with us that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. As a result of this review, our Board of Directors determined each of Mr. Ball, Ms. de Margerie, Mr. Loftus-Hills, Ms. Patil, and Mr. Vance are independent within the meaning of the applicable rules of the NYSE American and that each of Mr. Ball, Ms. Patil, and Mr. Vance is also an independent director under Rule 10A-3 under the Exchange Act for the purpose of Audit Committee membership. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors to us with regard to each director's business and personal activities and current and prior relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any transactions involving them described in the section titled "Certain Relationships and Related Party Transactions."

DIVERSITY

Board of Directors

We have not adopted a formal policy or a specific target with respect to the identification, nomination, or number of diverse candidates on the Board of Directors, as the Board of Directors has determined that a target would not be the most effective way of ensuring greater diversity. However, the Board of Directors is committed to increasing diversity on the Board of Directors as board turnover occurs from time to time, taking into account the skills, background, experience and knowledge desired at a particular time by the Board of Directors and its committees. Accordingly, consideration of the diversity of the Board of Directors will be a component of the selection process for new members of the Board of Directors going forward.

Executive Officer Positions

In appointing individuals to executive officer positions, we weigh a number of factors, primarily the skills, experience and personal attributes required for the position. We also consider the level of female and other underrepresented group representation within our senior management team. There are currently four women occupying a senior executive position within the Company (36% of executive positions). We value diversity among our executive officers.

We have not adopted targets for the number or percentage of diverse members in executive officer positions. The Board of Directors believes the most effective way to achieve greater diversity in our senior management team is to ensure a culture of inclusion throughout the organization.

BOARD OF DIRECTORS' ROLE IN RISK OVERSIGHT

Our Board of Directors has an active role, as a whole and also at the committee level, in overseeing the management of the risks we face. Our Board of Directors, as a whole, is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks.

Executive management of the Company, with the assistance of internal audit and other management committees and key personnel, reviews periodically the Company's risk management processes, including operational, legal, financial, governmental, environmental, corporate governance, credit, cybersecurity, and liquidity risk matters. Additionally, executive management reports at least on a quarterly basis to the Audit Committee any significant risk findings and the Audit Committee then reports such findings to the entire Board of Directors.

In addition, our Audit Committee reviews and discusses with our management the risks faced by our Company and the policies, guidelines, and processes by which management assesses and manages our Company's risks, including major financial risk exposures and cybersecurity risk exposures, and the steps our management has taken to monitor and control such exposures. The Board of Directors has the ultimate oversight role to monitor how executive management manages the material risks associated with the Company's operations.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our Board of Directors leadership structure supports this approach.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has three committees: the Audit Committee, the Health, Safety and Environmental Committee, and the Compensation and Nominating Committee. In 2025, the Audit Committee held five meetings, the Health, Safety and Environmental Committee held four meetings and the Compensation and Nominating Committee held five meetings. The committee charters are each available on the corporate governance section of our website at www.ivanhoeelectric.com. From time to time, our Board of Directors may also establish other committees that it deems necessary or desirable.

MEETINGS AND ATTENDANCE

In 2025, the Board of Directors held seven meetings, the Compensation and Nominating Committee held five meetings, the Audit Committee held five meetings, and the Health, Safety and Environmental Committee held four meetings. Each director during their tenure in 2025, who served as a director participated in 100% of the meetings of the committees on which he or she served during the year ended on December 31, 2025, which were held during the period that such director served. The Board of Directors as a whole achieved an average attendance rate of 93% at its seven meetings.

During all Board and Committee meetings, the independent directors have an opportunity to meet privately without the presence of management.

While directors are encouraged to attend the Annual Meeting, there is no formal policy requiring their attendance. Notably, 8 of 9 of our directors were present at our 2025 Annual Meeting of Stockholders.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board of Directors has adopted a Code of Business Conduct and Ethics (the "Code") applicable to our employees, directors, and officers, in accordance with applicable United States federal securities laws and the corporate governance requirements of the NYSE American.

The Board of Directors is responsible for overseeing the Code and must approve any waivers of the Code for executive officers and directors. Any waivers of the Code for directors or executive officers must be approved by our Board of Directors and disclosed on Form 8-K within four business days after the occurrence of the event. We expect that any amendments to the Code, or any waivers of its requirements with respect to our executive officers and directors, will be disclosed on our website.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation and Nominating Committee members during the fiscal year ended December 31, 2025, were Ms. Patil, Mr. Ball and Mr. Loftus-Hills. No members of our Compensation and Nominating Committee who served during the last fiscal year is, or has ever been, an officer or employee of the Company or any of its subsidiaries, nor have any of them had any relationship that requires disclosure as a related party transaction under Item 404 of Regulation S-K. In addition, none of our executive officers currently serves, or during the past fiscal year served, (i) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that had one or more executive officers serving on our Board of Directors or our Compensation and Nominating Committee or, (ii) as a director of any entity one of whose executive officers served on our Compensation and Nominating Committee.

COMMUNICATION WITH THE BOARD OF DIRECTORS

Any stockholder desiring to communicate with our Board of Directors, or one or more of our directors, may send a letter addressed to the Board of Directors, Ivanhoe Electric Inc. at 450 E. Rio Salado Parkway, Suite 130, Tempe, AZ 85281, Attention: Corporate Secretary. The Corporate Secretary will review and forward to the appropriate members of the Board of Directors copies of all such correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board of Directors or its committees or that the Corporate Secretary otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters will be brought promptly to the attention of the Chair of the Audit Committee.

NON-EMPLOYEE DIRECTOR COMPENSATION

NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION POLICY

In 2025, we paid each non-employee director a base fee of $130,000 annually, of which $30,000 is paid in cash and $100,000 annually is paid in equity. The Compensation and Nominating Committee and the Board of Directors have the discretion to make the equity grants in the form of deferred share units ("DSUs") or other equity such as restricted stock units ("RSUs") or stock options (collectively "Equity") at their discretion.

The $30,000 annual cash retainer is paid in bi-annual installments on or about June 30 and December 31. We also pay directors who serve on a committee an additional $5,000 cash retainer and a director who is the chair of a committee receives an additional $10,000 except the Audit Committee Chair who receives an additional $15,000.

For 2026, we have approved increasing the base fee to $170,000, of which $40,000 will be paid in cash and $130,000 will be paid in equity, and increasing it to $12,500 the fee for chairing a committee other than the Audit Committee.

A director may choose to take his or her cash retainer in Equity instead of cash. If Equity is selected by the Director, then:

The Non-Employee Director Equity Compensation Policy described above does not apply to our employees and executive directors, whose compensation is set forth below under "Executive Compensation."

The table below provides information on the director compensation earned in 2025 for persons who were our directors as of December 31, 2025, as well as those individuals who served as a director at any time during that fiscal year.

FISCAL YEAR 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

PROPOSAL TWO

NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Overview

We are seeking stockholders' non-binding, advisory approval of the compensation for our Named Executive Officers, as detailed in the "Compensation Discussion and Analysis," accompanying compensation tables, and related narrative in this proxy statement. Proposal Two, often referred to as a "Say on Pay" proposal, provides stockholders the opportunity to approve, reject, or abstain from voting on our executive compensation programs and policies for fiscal year 2025, as well as the compensation awarded to the Named Executive Officers. This vote addresses overall executive compensation as described in this proxy statement, rather than any specific component of compensation.

The proposal enables stockholders to express their views on the decisions made by the Compensation and Nominating Committee and the Board of Directors regarding the prior year's compensation for the Named Executive Officers. While this advisory vote is not binding on the Company, the Board of Directors, or the Compensation and Nominating Committee, it serves as an important tool for providing feedback. This input helps guide the Board of Directors and Compensation and Nominating Committee in refining the Company's executive compensation practices to better align with the interests of the Company and its stockholders, in keeping with our commitment to robust corporate governance standards.

The Board recommends that stockholders approve the following advisory resolution:

"RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this proxy statement including the compensation tables and narrative disclosure."

Vote Required

Approval of the non-binding, advisory vote on the approval of our executive compensation (Proposal 2) will require the affirmative vote of the holders of a majority of the stock present in person or by proxy entitled to vote (excluding broker non-votes). Unless otherwise instructed, the Named Proxies will vote properly executed proxies timely received "FOR" Proposal 2.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF OUR EXECUTIVE COMPENSATION.

COMPENSATION DISCUSSION AND ANALYSIS

Below is a discussion and analysis of our compensation programs as they pertain to our Chief Executive Officer, Chief Financial Officer, and the three other highest-paid executive officers for fiscal year 2025. At December 31, 2025, these individuals, collectively referred to as the Named Executive Officers (the "NEOs"), consist of our Executive Chairman of the Board of Directors Robert Friedland, principal executive officer ("PEO") Taylor Melvin, our principal financial officer ("PFO") Jordan Neeser, Quentin Markin and Cassandra Joseph.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion.

ROLES OF THE COMPENSATION AND NOMINATING COMMITTEE AND MANAGEMENT

Priya Patil (Chair), Russell Ball, and Patrick Loftus-Hills serve as members of the Compensation and Nominating Committee. The Compensation and Nominating Committee is tasked with implementing and supporting the Board of Directors in fulfilling its oversight responsibilities regarding the Executive Chairman, Chief Executive Officer and other executive officer compensation, the development and terms of employee equity-based incentive plans, and the administration of those plans. Each Compensation and Nominating Committee member is an independent director with extensive expertise and a comprehensive understanding of compensation strategies and options.

The Compensation Committee considered the results of the Company's most recent shareholder advisory vote on executive compensation and, together with other factors, such as market and peer benchmarking, used this feedback in evaluating executive compensation policies and decisions for the current year. Because the shareholder advisory vote showed overwhelming support for approval of the Company's executive compensation, no changes were made to executive compensation for fiscal year 2025 as a result of the advisory vote.

Management plays an important role in executive compensation decisions by providing relevant data and making recommendations to the Compensation and Nominating Committee.

In matters of executive pay decisions, management serves solely in an advisory and informational role. The Compensation and Nominating Committee is responsible for recommending compensation for the Executive Chairman, Chief Executive Officer, NEOs and other executive officers to the Board of Directors for approval.

ANNUAL COMPENSATION CYCLE AND DECISION-MAKING PROCESS

Our compensation programs are strategically designed to motivate executives while allowing them to share in the growth of our business. The Company has demonstrated considerable success in attracting and retaining top talent, as evidenced by consistently low turnover rates among our NEOs and other executive officers. Additionally, in the view of the Compensation and Nominating Committee, these programs have played a significant role in supporting the Company's executive retention and competitive positioning. As such, the Committee believes it is in the Company's best interest to continue these programs.

EQUITY COMPENSATION

All equity compensation awards are granted to the NEOs under the 2022 Long Term Incentive Plan and short-term incentives are issued pursuant to the terms of each NEO's individual employment agreement. Details of these agreements can be found in the section of this proxy statement titled "Executive Compensation - Executive Employment Agreements."

Our practice is to grant stock-based awards shortly after the Company's blackout period ends, which is at least two trading days after the release of any material non-public information or other corporate events. All equity grants for NEOs and other executive officers are recommended by the Compensation and Nominating Committee and submitted to the Board of Directors for approval during a regularly scheduled meeting, typically held within the first quarter of the year. The grant date is a fixed, future date that is outside of a blackout, which is specified at the time of approval by the Board of Directors.

Equity grants to NEOs are generally issued during the first half of the year. A stock option award represents a contractual right to purchase shares at a future date for a specified exercise price. The per-share exercise price of a stock option, as recommended by the Compensation and Nominating Committee to the Board of Directors for approval, cannot be less than the closing price of our common stock on the grant date, or a higher price if required by TSX rules.

Restricted Stock Units (RSUs) and Performance Share Units (PSUs) may be subject to time-based or performance-based vesting criteria. RSUs with performance-based vesting are referred to as PSUs. The Compensation and Nominating Committee has broad discretion in defining performance criteria for awards, including the establishment of performance goals. The terms, conditions, and limitations of any stock award, including applicable vesting schedules or restrictions, are recommended by the Compensation and Nominating Committee and approved by the Board of Directors.

2022 LONG TERM INCENTIVE PLAN AWARDS

The Company grants awards under the 2022 Long Term Incentive Plan ("LTIP") annually, typically once out of blackout after the filing of the Audited Financial Statements on Form 10-K. The LTIP is intended to incentivize executive retention by awarding equity that vests over time contingent upon continued employment.

In 2025, the LTIP targets for NEOs were set at 200% of base salary and LTIP awards were granted at 100% of target and consisted of a combination of PSUs and RSUs, designed to align executive compensation with Company performance, stockholder interests, and the achievement of multi-year strategic objectives. PSUs directly link a significant portion of executive compensation to the achievement of specified performance metrics over a multi-year period, reinforcing accountability for long-term results. RSUs complement these awards by supporting executive retention, promoting leadership stability, and maintaining alignment with stockholder interests through continued equity ownership, even in periods when performance-based outcomes may be uncertain due to external market factors.

Mr. Melvin's award consisted of 60% PSUs and 40% RSUs, while the awards granted to Mr. Neeser, Mr. Markin, and Ms. Joseph consisted of 50% PSUs and 50% RSUs. The mix of PSUs and RSUs was determined to appropriately balance performance-based and time-based equity incentives, with a greater emphasis on performance-based compensation at more senior levels of the organization to further align executive pay with the Company's performance.

Pursuant to the compensation arrangement between the Company and its Executive Chairman Robert Friedland, the Company awarded Mr. Friedland an annual base salary for 2025, short-term incentive award for prior services, and long-term incentive awards for 2025 in the form of equity consisting of 60% PSUs and 40% RSUs, pursuant to the Company's equity based incentive plans and associated award agreements. Mr. Friedland was paid in equity in order to support his alignment with stockholder interests.

SHORT TERM INCENTIVE AWARDS

The Company grants short term incentives ("STIP") annually in cash awards to NEOs, with the exception of our Executive Chairman Robert Friedland who receives his STIP in equity-based awards. STIP awards are typically distributed within the first quarter of the year and are designed to motivate and reward executives for achieving or exceeding annual performance objectives that advance the Company's strategic and operational priorities.

STIP targets for NEOs are capped at 100% of Base Salary, reinforcing the Company's pay-for-performance structure and ensuring that executive compensation remains closely aligned with Company results. In 2025, STIP awards were determined based on the level of achievement of pre-established performance goals, as assessed at the discretion of the Compensation and Nominating Committee. While the Compensation and Nominating Committee evaluates performance and recommends award levels, the Board of Directors retains ultimate authority over the approval and determination of all STIP award amounts. The 2025 STIP program focused on the Company's performance objectives in the following areas of focus:

PSU PROGRAM DESIGN

The PSU program was a key part of our equity compensation structure in 2025. The Company's PSU program is designed to align management's long-term compensation with shareholder returns, ensuring that leadership remains committed to delivering sustainable value.

Under this program, PSUs cliff vest after a three-year performance period, with the number of units earned based on the Company total shareholder return ("IE TSR") relative to the total shareholder return of the S&P/ TSX Equal Weight Global Base Metals Index constituents ("Peer TSR"), a key industry benchmark. This performance metric, referred to as Relative Total Shareholder Return (rTSR), directly links executive compensation to market performance, reinforcing accountability and long-term strategic execution.

The calculation of rTSR will be based on the following standards:

relevant listing as used by the Index during the performance period, plus the value of any distributions or dividends on such securities during the performance period (which shall be deemed to have been reinvested in additional securities effective on the distribution or dividend date based on the closing price of such securities for purpose of measuring Peer TSR). The starting Peer TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares of the respective S&P/TSX Equal Weight Global Base Metals Index constituents on the first day of the performance period, and the ending Peer TSR will be calculated using the 40-trading day trailing volume weighted average price of the shares of the respective S&P/TSX Equal Weight Global Base Metals Index constituents on the last day of the performance period.

The amount vested may range from nil to 2.0x, as discussed below:

By aligning executive incentives with stockholder interests, the PSU program supports long-term value creation, talent retention, and industry outperformance, reinforcing the Company's commitment to delivering strong and sustainable long-term returns.

COMPENSATION RISK MANAGEMENT

The Committee shall review on a periodic basis the operation of the Company's compensation program to evaluate its coordination and execution, including alignment between risk management and compensation practices to avoid unnecessary risk taking, and shall recommend to the Board of Directors steps to modify compensation programs that provide benefits or payments that are not reasonably related or are disproportionate to the benefits received by the Company.

INDEPENDENT EXECUTIVE COMPENSATION EVALUATION

In January 2024, the Compensation and Nominating Committee engaged Hugessen Consulting Inc. ("Hugessen") to serve as the Company's independent compensation consultant and to review executive and director compensation and to assist in the design and framework for the Company's Performance Share Unit program. The insights and market analysis provided by Hugessen helped inform the Committee of the appropriate PSU and RSU mix for 2025 long term incentive awards, enabling the Committee to make recommendations to the Board of Directors based on current market practices and competitive data. This process supports the Company's objective of maintaining a compensation framework that is market-competitive, performance-driven, and aligned with strong governance practices and stockholder interests.

In October 2025, the Compensation and Nominating Committee engaged Hugessen and was tasked with reviewing our compensation practices against market data to ensure competitiveness and alignment with best practices. This review focused on ensuring that our equity compensation structure remains attractive, equitable, and aligned with market trends, enabling us to retain and motivate top talent while delivering long term value to our stockholders. Services provided in fiscal year 2025 were to act as an independent compensation consultant to review executive and director pay, assist in developing a benchmarking peer group and initiate benchmarking analysis for fiscal year 2026.

The insights provided by Hugessen allowed the Compensation and Nominating Committee to make informed recommendations based on current market data to the Board of Directors. This ensures that our compensation framework remains both market-competitive and performance-driven, reflecting our commitment to robust governance and alignment with stockholder interests.

EMPLOYEE BENEFITS

Key benefits include paid vacation time, premiums for short-term and long-term disability insurance, a matching contribution and a discretionary 401(k) plan contribution, premiums for health insurance and life insurance and relocation costs.

REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE OF THE

BOARD OF DIRECTORS

The Compensation and Nominating Committee of the Company's Board of Directors has submitted the following report for inclusion in this Proxy Statement: The Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on the review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the SEC.

COMPENSATION AND NOMINATING COMMITTEE

Priya Patil, Chair

Russell Ball

Patrick Loftus-Hills

COMPENSATION POLICIES AND PRACTICES

STOCK OWNERSHIP POLICY FOR EXECUTIVE OFFICERS AND NON-EMPLOYEE DIRECTORS

The Company's Board of Directors adopted and approved a Stock Ownership Policy for the Company's Executives Officers and Non-Employee Directors ("Stock Ownership Policy"), which became effective November 2, 2023. The Board of Directors and management believe that linking the personal financial interests of corporate executives and directors to the Company's success gives them a greater stake in the Company and enhances the alignment of the interests of those executives and directors with the interests of our stockholders. The Board of Directors believes that this alignment will benefit our stockholders. The Compensation and Nominating Committee shall have full authority to oversee the administration, implementation, interpretation, and modification of the Stock Ownership Policy.

The Board of Directors expects the following corporate executives and directors of the Company to acquire and hold common stock of Ivanhoe Electric having a fair market value (determined as set forth below) equal to the amounts specified below (the "Targeted Stock Ownership Amount"):

Each Non-Employee Director, Executive Chairperson, President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and each other Executive Officer of the Company, (collectively referred to as the "Covered Persons") will be required to hold a number of shares of common stock of the Company ("Common Stock") or full-value Common Stock awards that are vested or subject only to time-based vesting.

The Targeted Stock Ownership Amount for each Covered Person shall be based on compensation as reported for the twelve (12) month period ending on December 31, and the number of shares of Common Stock to be held will be based on the higher of (a) the last closing price of the Common Stock on the NYSE American LLC in each year, and (b) (i) in the case of Common Stock, the cost basis of the Common Stock, and (ii) in the case of deferred share units, restricted stock units and other full-value Common Stock awards that have not yet resulted in the issuance of Common Stock, the fair market value of the underlying Common Stock on the award's grant date. Under this Stock Ownership Policy, Covered Persons must comply with these requirements within 60 months of January 1, 2024. Newly appointed Covered Persons must comply with this Policy within 60 months of their appointment.

Once achieved, ownership of the applicable Targeted Stock Ownership Amount should be maintained for as long as a Covered Person is subject to the Stock Ownership Policy. Covered Persons are strongly discouraged from dispositions of Common Stock until they have achieved their Targeted Stock Ownership Amount.

In the event that a Covered Person has not achieved his or her applicable Targeted Stock Ownership Amount by the effective date specified above, or the individual disposes of stock other than as permitted, then the Compensation and Nominating Committee may consider the level of stock ownership held by such individual and the disposition of stock as factors in making subsequent compensation and/or award decisions for the individual. The Board of Directors recognizes that exceptions to this Stock Ownership Policy may be necessary, appropriate, or advisable, in individual cases. The Compensation and Nominating Committee may approve such exceptions from time to time, as the Compensation and Nominating Committee deems appropriate.

CLAWBACK POLICY

The Company's Board of Directors adopted and approved a Clawback Policy, which became effective March 14, 2023. The Clawback Policy is the Company's commitment to creating and maintaining a culture of integrity and accountability within the Company, which reinforces the Company's pay-for-performance compensation philosophy and discourages actions detrimental to the Company's business performance and long-term success.

The Clawback Policy applies to the Company's current and former executive officers, as determined by the Board of Directors in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company's securities are listed, and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Board of Directors ("Covered Executives"). The Clawback Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.

The Clawback Policy describes the circumstances in which the Company will be required to recover, and Covered Executives will be required to repay or return, erroneously awarded compensation to the Company or any of its subsidiaries reported on a consolidated basis in accordance with the applicable rules of The New York Stock Exchange Listed Company Manual and Section 10D of the Exchange Act.

The Clawback Policy requires a clawback of compensation received during the three fiscal years immediately preceding the date the Company is required to prepare an accounting restatement due to the Company's material noncompliance with any financial reporting requirement under the securities laws. Among other things, the policy covers incentive-based compensation awarded on the basis of financial measures and prohibits the Company from indemnifying any Covered Executives against the loss of erroneously awarded compensation.

INSIDER TRADING COMPLIANCE POLICY

The Company maintains an Insider Trading Compliance Policy for its officers, directors, employees, consultants of the Company and its subsidiaries ("Covered Persons"). The Secretary may also designate additional classes of persons as Covered Persons for purposes of this policy. Covered Persons are responsible for ensuring that their immediate family members (e.g., spouses, children, stepchildren, parents, grandparents, stepparents, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, or sisters-in-law) and members of their households also comply with this Policy. This Policy also applies to any entities controlled by individuals subject to the Policy, including any corporations, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the individual's own account. The Company believes the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company.

To ensure compliance with the Insider Trading Compliance Policy and applicable United States federal securities laws and Canadian securities laws, and to avoid even the appearance of trading on the basis of inside information, procedures have been established, and will be maintained and enforced, by the Company to prevent insider trading.

The Insider Trading Compliance Policy prohibits officers, directors, certain employees, consultants of the Company and its subsidiaries from trading during specific periods beginning at market open on the day following the last trading day of the Company's fiscal quarter until after the Company's public disclosure of financial and operating results for that quarter. In addition, all transactions in the Company's or its subsidiaries' securities (including without limitation, acquisitions and dispositions of Company stock, the "net" or "cashless" exercise of stock options and the sale of Company stock issued upon exercise of stock options), other than exercises of stock options with cash or other equity awards or vesting of equity-based awards that do not involve a market sale of the Company's or its subsidiaries' securities must be pre-cleared by the Secretary, or if the Secretary is unavailable, the Company's Chief Financial Officer. As part of the pre-clearance process, the individual requesting pre-clearance must confirm that he or she is not in possession of material, non-public information, and the Company can only assume the truthfulness of your confirmation. Pre-clearance does not relieve the individual of his or her responsibility under SEC rules and applicable Canadian securities laws, and pre-clearance does not mean the individual's pre-cleared trade is legal. Trading remains at the risk of the individual.

The Company may impose additional restricted trading periods at any time if it believes trading by employees would not be appropriate because of developments at the Company that are, or could be, material. In addition, the Company requires pre-approval of trades in Company or its subsidiaries' securities and prohibits buying shares on margin or using shares as collateral for loans. Other than as stated in this paragraph and the stock ownership guidelines stated above, the Company does not have a holding period on common stock.

A copy of this policy is available on our website at www.ivanhoeelectric.com.

ANTI-HEDGING SECURITIES

The Company's Insider Trading Compliance Policy prohibits officers, directors, employees, consultants of the Company and its subsidiaries from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company's and its subsidiaries' equity securities, whether such securities were granted as compensation or are otherwise held, directly or indirectly.

ANTI-SHORT SALES AND ANTI-MARGINS

Anti-Short Sales

Short sales of the Company's or its subsidiaries' securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller's incentive to improve the Company's performance. For these reasons, the Insider Trading Compliance Policy prohibits short sales of the Company's and its subsidiaries securities. In addition, Section 16(c) of the 1934 Act prohibits Section 16 reporting persons from making short sales of the Company's equity securities, i.e., sales of shares that the Insider does not own at the time of sale, or sales of shares against which the Insider does not deliver the shares within 20 days after the sale.

Anti-Margins

Purchasing on margin means borrowing from a brokerage firm, bank, or other entity in order to purchase the Company's or its subsidiaries' securities (other than in connection with a cashless exercise of stock options under applicable equity plans). Margin purchases of the Company's or its subsidiaries' securities are prohibited under the Insider Trading Compliance Policy. In addition, pledging the Company's or its subsidiaries' securities as collateral to secure loans is prohibited under the Insider Trading Compliance Policy. This prohibition includes, among other things, that an individual cannot hold the Company's or its subsidiaries' securities in a margin account (which would allow an individual to borrow against their holdings).

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of the date of this proxy statement.

EXECUTIVE COMPENSATION

At December 31, 2025, our NEOs consist of our Executive Chairman of the Board of Directors Robert Friedland, principal executive officer ("PEO") Taylor Melvin, our principal financial officer ("PFO") Jordan Neeser, Quentin Markin and Cassandra Joseph. This section discusses the material components of the executive compensation program for our NEOs as listed in the "Fiscal Year 2025 Summary Compensation Table" below.

FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation earned by each NEO in the fiscal year ended December 31, 2025.

The following table includes the assumptions used to calculate the grant date fair value of PSUs reported for fiscal year of 2025.

The grant date fair values of the PSUs assuming achievement of the maximum performance level for fiscal year 2025 based on the closing sales price of our common stock on the NYSE American on March 6, 2025, which was $5.84, are: Mr. Friedland, $2,339,995; Mr. Melvin, $1,200,003; Mr. Neeser, $600,002; Mr. Markin, $799,998; and Ms. Joseph, $600,002.

EXECUTIVE EMPLOYMENT AGREEMENTS

Compensation Letter with Robert Friedland

On May 9, 2024, the Company entered into a compensation and change of control arrangement with Robert Friedland with respect to his services as the Executive Chairman of the Company. The arrangement is set forth in a letter to Mr. Friedland dated May 9, 2024 (the "Compensation Letter"). In 2024, the Compensation and Nominating Committee had the first opportunity since the Company's IPO to set an appropriate compensation for the Executive Chairman, which is comparable in amount to the CEO's base, STIP and LTIP. However, the Executive Chairman has been paid the entire amount in equity without any cash payments. Pursuant to the terms of the Compensation Letter, effective from January 1, 2024, Mr. Friedland is entitled to an annual base salary of $500,000 per year ("Base Salary"), and eligible on an annual basis to receive short-term and long term incentive awards, with a short-term bonus target of 100% of his Base Salary ("Short Term Bonus") and a long term bonus target of 200% of his Base Salary ("Long Term Bonus"), based on the terms and conditions of the Company's then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable performance goals. Short Term Bonus and Long Term Bonus shall be and Base Salary may be awarded in a form of equity as determined by the Board of Directors and pursuant to the Company's equity based incentive plans and associated award agreements. Compensation covered in the Compensation Letter is subject to annual review. Effective January 1, 2026, the Company entered into an Amended Annual Compensation arrangement ("Amended Compensation") for Mr. Friedland with respect to his services as the Executive Chairman of the Company, which increased his Base Salary to $600,000 per year. Under the terms of the Amended Compensation, Mr. Friedland remains eligible on an annual basis to receive short-term and long term incentive awards, with a Short Term Bonus target of 100% of his Base Salary and a Long Term Bonus target of 250% of his Base Salary, based on the terms and conditions of the Company's then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable performance goals.

In the event of a Change of Control (as defined in the Compensation Letter) where Mr. Friedland's services as Executive Chairman are terminated during the 12 month period following such Change in Control, then Mr. Friedland will be entitled to receive a lump sum cash payment, less applicable withholdings, equal to 18 months of his annual Base Salary and his equity incentive awards shall be governed in accordance with the terms of the applicable plans and award grant agreements.

Employment Agreement with Taylor Melvin

Effective November 21, 2022, Taylor Melvin was appointed President and CEO of the Company. Mr. Melvin also joined the Board of Directors effective on that date.

On October 21, 2022, Mr. Melvin entered into an employment agreement with the Company (the "CEO Employment Agreement") for a term to continue indefinitely from the commencement of his employment until Mr. Melvin resigns or is terminated in accordance with the terms and conditions of the CEO Employment Agreement. Pursuant to the terms of the CEO Employment Agreement, Mr. Melvin is entitled to an annual base salary of $500,000 per year ("CEO Base Salary") and is eligible on an annual basis to receive short-term and long term incentive awards, with a short-term bonus target of 100% of his CEO Base Salary ("CEO Short Term Bonus") and a long term bonus target of 200% of his CEO Base Salary based on the terms and conditions of the Company's then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable performance goals. Effective January 1, 2026, Mr. Melvin's CEO Base Salary increased to $600,000 per year, and he remains eligible on an annual basis to receive short-term and long term incentive awards, with a short term bonus target of 100% and a long term bonus target of 250% of his CEO Base Salary based on the terms and conditions of the Company's then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable performance goals.

Mr. Melvin may receive certain payments if his employment is terminated by the Company without "Cause," as described further in the section of this proxy statement entitled "Potential Payments Upon Termination or Change of Control."

The CEO Employment Agreement includes customary covenants with respect to confidentiality of Company information. Also, the CEO Employment Agreement includes a covenant of non-solicitation of employees for a period of twelve months following Mr. Melvin's separation from service.

Employment Agreement with Jordan Neeser

Effective November 21, 2022, Jordan Neeser was appointed as the Company's Chief Financial Officer.

On November 17, 2022, Mr. Neeser entered into an employment agreement (the "CFO Employment Agreement") for a term to continue indefinitely from the commencement of his employment until Mr. Neeser resigns or is terminated in accordance with the terms and conditions of the CFO Employment Agreement. Pursuant to the terms of the CFO Employment Agreement, Mr. Neeser is entitled to an annual base salary of $300,000 per year ("CFO Base Salary"). Mr. Neeser is eligible on an annual basis to receive short-term and long term incentive awards, with a short-term bonus target of 100% of his Base Salary ("CFO Short Term Bonus") and a long term bonus target of

200% of his CFO Base Salary, based on the terms and conditions of the Company's then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable performance goals. The Company made an initial grant of 500,000 stock options with an exercise price of $11.75 per share, which vested in accordance with the terms of the applicable equity plans and award grant agreements.

Mr. Neeser may receive certain payments if his employment is terminated by the Company without "Cause," as described further in the section of this proxy statement entitled "Potential Payments Upon Termination or Change of Control."

The CFO Employment Agreement includes customary covenants with respect to confidentiality of Company information. Also, the CFO Employment Agreement includes a covenant of non-solicitation of employees for a period of twelve months following Mr. Neeser's separation from service.

Employment Agreement with Quentin Markin

Effective January 1, 2023, Quentin Markin was appointed as the Company's Executive Vice President, Business Development and Strategy Execution.

On November 16, 2022, Mr. Markin entered into an employment agreement which was amended on August 7,2023 (the "EVP Employment Agreement") for a term to continue indefinitely from the commencement of his employment until Mr. Markin resigns or is terminated in accordance with the terms and conditions of the EVP Employment Agreement. Pursuant to the terms of the EVP Employment Agreement, Mr. Markin is entitled to an annual base salary of $400,000 per year ("EVP Base Salary").

Mr. Markin is eligible on an annual basis to receive short-term and long term incentive awards, with a short-term bonus target of 100% of his EVP Base Salary ("Executive Short Term Bonus") and a long term bonus target of 200% of his EVP Base Salary, based on the terms and conditions of the Company's then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable performance goals. The Company made an initial grant of 750,000 restricted stock units, which will vest in accordance with the terms of the applicable equity plans and award grant agreements.

Mr. Markin may receive certain payments if his employment is terminated by the Company without "Cause," as described further in the section of this proxy statement entitled "Potential Payments Upon Termination or Change of Control."

The EVP Employment Agreement includes customary covenants with respect to confidentiality of Company information. Also, the EVP Employment Agreement includes a covenant of non-solicitation of employees for a period of twelve months following Mr. Markin's separation from service.

Employment Agreement with Cassandra Joseph

Effective February 1, 2023, Cassandra Joseph was appointed as the Company's General Counsel and Corporate Secretary.

On January 4, 2023, Ms. Joseph entered into an employment agreement (the "Executive Employment Agreement") for a term to continue indefinitely from the commencement of her employment until Ms. Joseph resigns or is terminated in accordance with the terms and conditions of the Executive Employment Agreement. Pursuant to the terms of the Executive Employment Agreement, Ms. Joseph is entitled to an annual base salary of $300,000 per year ("Executive Base Salary"). Ms. Joseph is eligible on an annual basis to receive short-term and long term incentive awards, with a short-term bonus target of 100% of her Base Salary ("Executive Short Term Bonus") and a long term bonus target of 200% of her Executive Base Salary, based on the terms and conditions of the Company's then effective annual incentive and equity-based incentive plans or programs and contingent upon the degree of achievement of any applicable performance goals. The Company made an initial grant of 500,000 stock options with an exercise price of $13.23 per share, which will vest in accordance with the terms of the applicable equity plans and award grant agreements.

Ms. Joseph may receive certain payments if her employment is terminated by the Company without "Cause," as described further in the section of this proxy statement entitled "Potential Payments Upon Termination or Change of Control."

The Executive Employment Agreement includes customary covenants with respect to confidentiality of Company information. Also, the Executive Employment Agreement includes a covenant of non-solicitation of employees for a period of twelve months following Ms. Joseph's separation from service.

FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information regarding grants of awards under any plan during fiscal year ended December 31, 2025.