Exhibit 99.1

 

2020 Management Proxy Circular

 

IAMGOLD CORPORATION NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN that an annual meeting (the “Meeting”) of the shareholders of IAMGOLD Corporation (the “Corporation” or “IAMGOLD”) will be held virtually at https://web.lumiagm.com/222025090 on Friday, May 29, 2020 at 10:00 a.m. (EDT), subject to any adjournments or postponements thereof, for the following purposes:

 

1.	to receive and consider the annual report of management to shareholders and the annual audited consolidated financial statements of the Corporation for the year ended December 31, 2019 and the report of the auditor thereon;

2.	to elect directors of the Corporation for the ensuing year;

3.	to re-appoint KPMG LLP as auditor of the Corporation for the ensuing year and to authorize the directors to fix remuneration;

4.	to vote, in a non-binding, advisory manner, on the Corporation’s approach to executive compensation;

5.	to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

 

Particulars of the foregoing matters are set forth in the accompanying management information circular. Only shareholders of record as at the close of business on March 31, 2020 are entitled to receive notice of, and vote at, the Meeting and any adjournment or postponement thereof.

 

The Corporation has been carefully monitoring the outbreak of the novel coronavirus (“COVID-19”) and is proactively implementing measures to prioritize the health and well-being of its employees, customers, suppliers, partners, shareholders, communities and other stakeholders. The Corporation is conscious of its responsibility to help slow the spread of the COVID-19 pandemic and reduce its impact on stakeholders and their health. The Corporation take this responsibility seriously. This year, out of an abundance of caution, to proactively deal with the public health impact of the COVID-19 pandemic and to mitigate risks to the health and safety of stakeholders, the Corporation will hold the Meeting in a virtual-only format, which will be conducted via live audio webcast. SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON. Shareholders will have an equal opportunity to participate at the Meeting online, regardless of their geographic location. Inside this document, you will find important and detailed instructions about how to participate at our virtual Meeting.

 

Registered shareholders and duly appointed proxyholders of such registered shareholders will be able to attend, participate and vote at the virtual Meeting. Non-registered shareholders (being shareholders whose shares are registered in the name of an intermediary such as a bank, trust company, securities dealer or broker, trustee or administrator of a self- administered registered retirement savings plan, registered retirement income fund, registered education savings plan or similar plan) on your behalf (each, a “Non-Registered Shareholder”) who have not arranged for due appointment of themselves as proxyholder will not be able to attend, participate or vote at the Meeting. Without a username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/IAMGOLD and provide Computershare Trust Company of Canada with their proxyholder’s contact information, so that Computershare Trust Company of Canada may provide the proxyholder with a username via email.

 

Registered shareholders who are unable to be present at the virtual Meeting are requested to complete, date, sign and return, in the envelope provided for that purpose, the enclosed form of proxy. In order to be voted, proxies must be received by IAMGOLD Corporation, c/o its registrar and transfer agent, Computershare Trust Company of Canada, by no later than 10:00 a.m. (EDT) on May 27, 2020 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for the adjourned or postponed Meeting. Electronic voting is also available to registered shareholders for this Meeting through www.investorvote.com using the control and access numbers printed on the proxy. Voting instructions provided electronically are in all respects equivalent to, and will be treated in the exact same manner as, voting instructions provided via a paper form of proxy. Further details on the electronic voting process are provided in the enclosed form of proxy. The time limit for deposit of proxies may be waived by the Chair, at his discretion, and without notice. If you are a Non-Registered Shareholder such that your shares are registered in the name of an intermediary (such as a bank, trust company, securities dealer or broker, trustee or administrator of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan or similar plan) on your behalf, and you wish to vote on any matter before the Meeting, you should contact such intermediary and carefully follow the instructions of the intermediary or its service company regarding how to vote, including when and where a voting instruction form or proxy is to be delivered.

 

DATED at Toronto, Ontario as of this 8th day of April, 2020.

 

 

 

BY ORDER OF THE BOARD

 

P. Gordon Stothart

President and Chief Executive Officer

 

	IAMGOLD | 1

Exhibit 99.2

 

 

 

2020 Management Proxy Circular

 

MANAGEMENT INFORMATION
CIRCULAR SUMMARY

 

2020 Management Proxy Circular

 

IAMGOLD CORPORATION NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

 

NOTICE IS HEREBY GIVEN that an annual meeting (the “Meeting”) of the shareholders of IAMGOLD Corporation (the “Corporation” or “IAMGOLD”) will be held virtually at https://web.lumiagm.com/222025090 on Friday, May 29, 2020 at 10:00 a.m. (EDT), subject to any adjournments or postponements thereof, for the following purposes:

 

1.	to receive and consider the annual report of management to shareholders and the annual audited consolidated financial statements of the Corporation for the year ended December 31, 2019 and the report of the auditor thereon;

2.	to elect directors of the Corporation for the ensuing year;

3.	to re-appoint KPMG LLP as auditor of the Corporation for the ensuing year and to authorize the directors to fix remuneration;

4.	to vote, in a non-binding, advisory manner, on the Corporation’s approach to executive compensation;

5.	to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

 

Particulars of the foregoing matters are set forth in the accompanying management information circular. Only shareholders of record as at the close of business on March 31, 2020 are entitled to receive notice of, and vote at, the Meeting and any adjournment or postponement thereof.

 

The Corporation has been carefully monitoring the outbreak of the novel coronavirus (“COVID-19”) and is proactively implementing measures to prioritize the health and well-being of its employees, customers, suppliers, partners, shareholders, communities and other stakeholders. The Corporation is conscious of its responsibility to help slow the spread of the COVID-19 pandemic and reduce its impact on stakeholders and their health. The Corporation take this responsibility seriously. This year, out of an abundance of caution, to proactively deal with the public health impact of the COVID-19 pandemic and to mitigate risks to the health and safety of stakeholders, the Corporation will hold the Meeting in a virtual-only format, which will be conducted via live audio webcast. SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON. Shareholders will have an equal opportunity to participate at the Meeting online, regardless of their geographic location. Inside this document, you will find important and detailed instructions about how to participate at our virtual Meeting.

 

Registered shareholders and duly appointed proxyholders of such registered shareholders will be able to attend, participate and vote at the virtual Meeting. Non-registered shareholders (being shareholders whose shares are registered in the name of an intermediary such as a bank, trust company, securities dealer or broker, trustee or administrator of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan or similar plan) on your behalf (each, a “Non-Registered Shareholder”) who have not arranged for due appointment of themselves as proxyholder will not be able to attend, participate or vote at the Meeting. Without a username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/IAMGOLD and provide Computershare Trust Company of Canada with their proxyholder’s contact information, so that Computershare Trust Company of Canada may provide the proxyholder with a username via email.

 

Registered shareholders who are unable to be present at the virtual Meeting are requested to complete, date, sign and return, in the envelope provided for that purpose, the enclosed form of proxy. In order to be voted, proxies must be received by IAMGOLD Corporation, c/o its registrar and transfer agent, Computershare Trust Company of Canada, by no later than 10:00 a.m. (EDT) on May 27, 2020 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for the adjourned or postponed Meeting. Electronic voting is also available to registered shareholders for this Meeting through www.investorvote.com using the control and access numbers printed on the proxy. Voting instructions provided electronically are in all respects equivalent to, and will be treated in the exact same manner as, voting instructions provided via a paper form of proxy. Further details on the electronic voting process are provided in the enclosed form of proxy. The time limit for deposit of proxies may be waived by the Chair, at his discretion, and without notice. If you are a Non-Registered Shareholder such that your shares are registered in the name of an intermediary (such as a bank, trust company, securities dealer or broker, trustee or administrator of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan or similar plan) on your behalf, and you wish to vote on any matter before the Meeting, you should contact such intermediary and carefully follow the instructions of the intermediary or its service company regarding how to vote, including when and where a voting instruction form or proxy is to be delivered.

 

DATED at Toronto, Ontario as of this 8th day of April, 2020.

 

BY ORDER OF THE BOARD

 

P. Gordon Stothart 

President and Chief Executive Officer

 

	IAMGOLD  |  1

2020 Management Proxy Circular

 

MANAGEMENT INFORMATION CIRCULAR

 

GENERAL PROXY INFORMATION

 

Solicitation of Proxies

 

The information contained in this management information circular (“Circular”) is furnished in connection with management’s solicitation of proxies to be used at the annual meeting (the “Meeting”) of the shareholders of IAMGOLD Corporation (the “Corporation” or “IAMGOLD”), to be held in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/222025090, on Friday, May 29, 2020 at 10:00 a.m. (EDT), for the purposes set out in the accompanying notice of the Meeting (the “Notice of Meeting”).

 

A summary of the information shareholders will need to attend the Meeting online is provided below. A guide to how to login to, and vote at, the Meeting was mailed to registered shareholders together with this Circular and can be found on the Corporation’s profile at www.SEDAR.com.

 

It is expected that management’s solicitation of proxies for the Meeting will be made primarily by mail; however, directors, officers and employees of the Corporation may also solicit proxies by telephone, telecopier or in person in respect of the Meeting. This solicitation of proxies for the Meeting is being made by or on behalf of the directors and management of the Corporation and the Corporation will bear the costs of this solicitation of proxies for the Meeting. In addition, the Corporation will reimburse brokers and nominees for their reasonable expenses in forwarding proxies and accompanying materials to beneficial owners of the common shares of the Corporation (the “Common Shares”).

 

Information for Registered Shareholders

 

Enclosed with this Circular is a form of proxy. The persons named in the enclosed form of proxy are officers and/ or directors of the Corporation. A shareholder of the Corporation may appoint a person (who need not be a shareholder of the Corporation) other than the persons already named in the enclosed form of proxy to represent such shareholder of the Corporation at the Meeting by striking out the printed names of such persons and inserting the name of such other person in the blank space provided therein for that purpose.

 

In order to be valid, a proxy must be received by Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, no later than 10:00 a.m. (EDT) on May 27, 2020 or, in the event of an adjournment or postponement of the Meeting, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned or postponed Meeting.

 

As noted in the Notice of Meeting accompanying this Circular, registered shareholders may also elect to vote electronically in respect of any matter to be acted upon at the Meeting. Voting instructions provided electronically are in all respects equivalent to, and will be treated in the exact same manner as, voting instructions provided via a paper form of proxy. To vote electronically, registered shareholders are asked to go to the website shown on the form of proxy and follow the instructions on the screen. Please note that shareholders exercising the electronic voting option will need to refer to the control number indicated on their proxy form to identify themselves in the electronic voting system. Shareholders should also refer to the instructions on the proxy form for information regarding the deadline for voting shares electronically. If a shareholder votes electronically, they are asked not to return the paper form of proxy by mail.

 

In order to be effective, a form of proxy must be executed by a shareholder exactly as their name appears on the register of shareholders of the Corporation. Additional execution instructions are set out in the notes to the form of proxy. The proxy must also be dated where indicated. If no date is indicated, the proxy will be deemed to be dated on the day on which it was mailed to shareholders.

 

The management representatives designated in the enclosed form of proxy will vote the Common Shares in respect of which they are appointed proxy in accordance with the instructions of the shareholder as indicated on the proxy and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such direction, such Common Shares will be voted by the management representatives named in such form of proxy in favour of each of the matters referred to in the Notice of Meeting and will be voted by such representatives on all other matters which may come before the Meeting in their discretion.

 

The enclosed form of proxy, when properly signed, confers discretionary voting authority on those persons designated therein with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Corporation does not know of any such amendments, variations or other matters. However, if such amendments, variations or other matters which are not now known to management of the Corporation should properly come before the Meeting, the persons named in the enclosed form of proxy will be authorized to vote the Common Shares represented thereby in their discretion.

 

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2020 Management Proxy Circular

 

Information For Non-Registered Shareholders

 

Only registered shareholders of the Corporation, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “Non-Registered Shareholder”) are registered either:

 

(a)

in the name of an intermediary (an “Intermediary”) with whom the Non-Registered Shareholder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or

 

(b)

in the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, and The Depositary Trust Company, in the United States) of which the Intermediary is a participant.

 

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice of Meeting, this Circular and its form of proxy (collectively the “Meeting Materials”) to the Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

 

(a)

be given a voting instruction form which must be completed and returned by the Non-Registered Shareholder in accordance with the directions printed on the form (in some cases, the completion of the voting instruction form by telephone, facsimile or over the Internet is permitted); or

 

(b)

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

 

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives either a form of proxy or voting instruction form wish to attend the Meeting virtually and vote (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should, in the case of a form of proxy, strike out the names of the persons named in the form of proxy and insert the Non-Registered Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the voting instruction form or the proxy is to be delivered.

 

Special Procedures for the Virtual-only Meeting

 

Please read the below very carefully as it contains important information related to the Corporation’s virtual-only Meeting.

 

Registering a Proxyholder

 

Shareholders who wish to appoint a third-party proxyholder to virtually attend, participate or vote at the Meeting as their proxy and vote their Common Shares MUST submit their proxy or VIF, as applicable, appointing such third-party proxyholder AND register the third-party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or VIF. Failure to register the proxyholder will result in the proxyholder not receiving a username to virtually attend, participate or vote at the Meeting (a “username”).

 

Step 1: Submit your proxy or VIF: To appoint a third-party proxyholder, insert such person’s name in the blank space provided in the form of proxy or VIF (if permitted) and follow the instructions for submitting such form of proxy or VIF. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or VIF. If you are a Non-Registered Shareholder located in the United States, you must also provide Computershare Trust Company of Canada with a duly completed legal proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder. See below under this section for additional details.

 

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2020 Management Proxy Circular

 

Step 2: Register your proxyholder: To register a proxyholder, shareholders, MUST visit www.computershare.com/IAMGOLD by 10:00 a.m. (EDT) on May 27, 2020 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays) and provide Computershare Investor Services Inc. with the required proxyholder contact information, so that Computershare Trust Company of Canada may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to virtually attend, participate or vote at the Meeting.

 

If you are a Non-Registered Shareholder and wish to virtually attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the VIF sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary. Please also see further instructions below under the heading “Attending and Participating at the Meeting”.

 

If you are a Non-Registered Shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above and below under “Attending and Participating at the Meeting”, you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the legal proxy form and the VIF sent to you, or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to Computershare Trust Company of Canada at uslegalproxy@computershare.com.

 

Attending and Participating at the Meeting

 

The Company is holding the Meeting in a virtual-only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. In order to attend, participate or vote at the Meeting (including for voting and asking questions at the Meeting), the procedures set out below must be followed.

 

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/222025090. Such persons may then enter the Meeting by clicking “I have a login” and entering a username and password before the start of the Meeting:

 

Registered Shareholders: The control number located on the form of proxy or in the email notification you received is your username. The password to the Meeting is “iamgold2020” (case sensitive). If as a registered shareholder you are using your control number to login to the Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Meeting. If you have already voted by proxy and you vote again during the online ballot during the Meeting, your online vote during the Meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot.

 

Duly appointed proxyholders: Computershare Trust Company of Canada will provide the proxyholder with a username by e-mail after the voting deadline has passed. The password to the Meeting is “iamgold2020” (case sensitive).

 

Only registered shareholders and duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting. Non-Registered Shareholders who have not made arrangements for the due appointment of themselves as proxyholder will not be able to attend, participate or vote at the Meeting.

 

If a corporation is a registered shareholder, a duly authorized officer of the corporation may attend on its behalf, but such officer must have the username provided to the corporation in order to login to the Meeting.

 

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting (including Non-Registered Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting) MUST submit their duly completed proxy or VIF AND register the proxyholder.

 

If you attend the virtual Meeting, it is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures.

 

	IAMGOLD  |  4

2020 Management Proxy Circular

 

Revocation of Proxies

 

If you revoke your proxy and do not replace it with another that is deposited with us before the proxy cut-off time, you can still vote your Common Shares, but to do so you must attend the Meeting online. Information about attending the Meeting online is located under the heading “Special Procedures for the Virtual-only Meeting”.

 

A registered shareholder of the Corporation who has submitted a proxy may revoke it by: (a) depositing an instrument in writing signed by the registered shareholder or by an attorney authorized in writing or, if the registered shareholder is a corporation, by a duly authorized officer or attorney, at the registered office of the Corporation, 401 Bay Street, Suite 3200, PO Box 153, Toronto, Ontario, M5H 2Y4, at any time up to and including the last business day preceding the day of the Meeting; (b) transmitting, by telephonic or electronic means, a revocation that complies with (a) above and that is signed by electronic signature provided that the means of electronic signature permit a reliable determination that the document was created or communicated by or on behalf of the registered shareholder or the attorney or a duly authorized attorney of a corporation or other entity, as the case may be; or (c) any other manner permitted by law.

 

If as a registered shareholder you are using your control number to login to the Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Meeting. If you have already voted by proxy and you vote again during the online ballot during the Meeting, your online vote during the Meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot.

 

A Non-Registered Shareholder who has submitted voting instructions to an Intermediary should contact their Intermediary for information with respect to revoking their voting instructions.

 

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

 

DESCRIPTION OF SHARE CAPITAL AND QUORUM

 

The Corporation is authorized to issue an unlimited number of Common Shares. Each Common Share entitles the holder of record to notice of and one vote at all meetings of the shareholders of the Corporation. As at the close of business on April 8, 2020, there were 471,003,199 Common Shares outstanding. The presence of two persons entitled to vote at the Meeting, either as shareholders or proxy holders, and holding or representing not less than 25% of the Common Shares entitled to be voted thereat will constitute a quorum for the Meeting.

 

RECORD DATE

 

The directors of the Corporation have fixed the close of business on March 31, 2020 as the record date for the determination of those holders of Common Shares entitled to receive notice of the Meeting. In addition to such notice, holders of Common Shares at the close of business on March 31, 2020 will be entitled to vote at the Meeting and at all adjournments or postponements thereof.

 

OWNERSHIP OF SECURITIES OF THE CORPORATION

 

As of the date hereof, to the knowledge of the directors and officers of the Corporation, and according to securities regulatory filings of which the Corporation has notice, other than Van Eck Associates Corporation, which owns, controls or directs, directly or indirectly 55,323,898 Common Shares or 11.76% and Donald Smith & Co. which owns, controls or directs, directly or indirectly 49,949,980 Common Shares or 10.62% of the Common Shares outstanding, no person or company, beneficially owned, and/or exercised control or direction over, more than 10% of the votes attached to all of the Common Shares outstanding.

 

CURRENCY

 

Unless stated otherwise, all references to dollar amounts in this Circular are to Canadian dollars.

 

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2020 Management Proxy Circular

 

BUSINESS OF THE MEETING

 

See Appendix “B” to this Circular for the previous year’s voting results on the following matters comprising the business of the Meeting. A simple majority of votes cast for, or in favour of, a matter will constitute approval of that matter.

 

ELECTION OF DIRECTORS

 

The shareholders of the Corporation will be asked to elect eight directors for the Corporation. Each director elected will hold office until the close of the next annual meeting of the shareholders of the Corporation, unless his or her office is earlier vacated or until his or her successor is appointed or elected.

 

The board of directors of the Corporation (the “Board”) recommends that shareholders vote FOR the election of each of the nominees set out in the following pages. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director of the Corporation for the ensuing year; however, if that should occur for any reason at or prior to the Meeting or any adjournment or postponement thereof, the persons named in the enclosed form of proxy have the right to vote the proxy for the election of the remaining nominees and may vote in their discretion for the election of any persons in place of any nominees unable to serve. In the absence of any instruction to withhold a vote in respect of a nominee, the Common Shares represented by proxies received by management will be voted FOR each of the nominees set out in the following pages.

 

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2020 Management Proxy Circular

 

OUR DIRECTORS

 

John E. Caldwell

 

 

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2020 Management Proxy Circular

 

Donald K. Charter

 

 

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2020 Management Proxy Circular

 

Ronald P. Gagel

 

 

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2020 Management Proxy Circular

 

Richard J. Hall

 

 

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2020 Management Proxy Circular

 

Mahendra Naik

 

 

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2020 Management Proxy Circular

 

Timothy R. Snider

 

 

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2020 Management Proxy Circular

 

P. Gordon Stothart

 

 

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2020 Management Proxy Circular

 

Sybil E.Veenman

 

 

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2020 Management Proxy Circular

 

Information as to the number of Common Shares owned and/or over which control or direction is exercised, whether directly or indirectly, by the nominees for election as directors of the Corporation is, in each case, based upon information furnished by the respective nominee on the System for Electronic Disclosure by Insiders (“SEDI”), at www.sedi.ca, and information otherwise available to the Corporation as at March 31, 2020.

 

In respect of the election of directors, in non-contested elections, the Corporation has adopted a majority voting policy that is described in the Corporation’s Statement of Corporate Governance Practices found later in this Circular. Essentially, and subject to the provisions of the policy, in order to be elected as a director, a nominee must receive more votes for his or her election than are withheld.

 

Further information about the nominees for election as directors of the Corporation may be found in the most recent Annual Information Form of the Corporation, under the heading “Item VII – Directors and Officers”, at pages 162-163, which has been filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”), at www.sedar.com, and incorporated in the most recent Form 40-F of the Corporation filed in the United States on the system for Electronic Data-Gathering, Analysis and Retrieval (“EDGAR”), at www.sec.gov/edgar.shtml. Such information is hereby incorporated by reference in this Circular. A copy of the Annual Information Form is available, free of charge, to any shareholder upon request to the Secretary of the Corporation.

 

In the absence of any instruction to withhold a vote, the Common Shares represented by proxies received by management will be voted FOR the election of the directors. The elected directors will hold office until the close of the next annual meeting of shareholders of the Corporation, unless his or her office is earlier vacated or until his or her successor is appointed or elected.

 

RE-APPOINTMENT OF AUDITOR

 

KPMG LLP is the Corporation’s corporate auditor. The Board recommends that shareholders vote FOR the re-appointment of KPMG LLP as auditor of the Corporation until the close of the next annual meeting of shareholders or until their successor is appointed and to authorize the directors to fix their remuneration. KPMG LLP has been the auditor of the Corporation since June 18, 1998.

 

In the absence of any instruction to withhold a vote, the Common Shares represented by proxies received by management will be voted FOR the re-appointment of KPMG LLP as auditor of the Corporation until the close of the next annual meeting of shareholders or until their successor is appointed and to authorize the directors to fix their remuneration.

 

The aggregate fees incurred by KPMG LLP in each of the last two financial years of the Corporation are as follows:

 

Amount in USD	2019	2018
Audit Fees(1)	1,648,000	1,192,000
Audit-Related Fees(2)	148,000	181,000
Tax Fees(3)	3,000	6,000
Other Fees(4)	75,000	205,000
Total - USD	1,874,000	1,584,000

 

(1)

Audit Fee: The aggregate fees incurred by the Corporation’s external auditor in each of the last two financial years for audit services were $1,648,000 in 2019 and $1,192,000 in 2018.

 

(2)

Audit-related Fees: The aggregate fees incurred in each of the last two financial years for assurance and related services by the Corporation’s external auditor that are not included in the above paragraph were $148,000 in 2019 and $181,000 in 2018. The audit-related fees related to services provided in connection with statutory filings and transactions completed by the Corporation.

 

(3)

Tax Fees: The aggregate fees incurred in each of the last two financial years for professional tax services rendered by the Corporation’s external auditor were $3,000 in 2019 and $6,000 in 2018. The professional tax services related to tax compliance tax services.

 

(4)

Other Fees: The aggregate fees incurred in each of the last two financial years for other services rendered by the Corporation’s external auditor were $75,000 in 2019 and $205,000 in 2018. The other services related to cyber security and assessment of current state processes.

 

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ADVISORY VOTE ON THE CORPORATION’S APPROACH TO EXECUTIVE COMPENSATION

 

The Board has adopted a shareholder advisory vote on the Corporation’s approach to executive compensation, as disclosed under the heading “Statement of Executive Compensation”. As a formal opportunity to provide their views on the disclosed objectives and structure of the Corporation’s pay for performance compensation model, shareholders are asked to review and vote, in a non-binding, advisory manner, on the following resolution:

 

●	Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board, that the shareholders accept the approach to executive compensation disclosed in the Circular.

 

The Human Resources and Compensation Committee (the “HRCC”) and the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions, all of which are to be consistent with its pay for performance compensation model (see the Statement of Executive Compensation for details regarding the compensation philosophy and guidelines of the Board and the performance metrics and process used to assess performance as well as whether any compensation consultant was retained). The pay for performance compensation model is designed to attract, retain and motivate talented management and pay for actual performance which drives the long-term creation and preservation of shareholder value.

 

The Board recommends that shareholders vote FOR the resolution to accept the Corporation’s approach to executive compensation.

 

In the absence of any instruction to the contrary, the Common Shares represented by proxies received by management will be voted FOR the approval of the resolution to accept the Corporation’s approach to executive compensation.

 

STATEMENT OF EXECUTIVE COMPENSATION

 

To Our Fellow Shareholders

 

On behalf of the HRCC and the Board, we are pleased to share with you our report on executive compensation. The HRCC believes the Corporation’s executive compensation program continues to demonstrate a pay-for-performance philosophy that motivates executives to create long term value throughout all phases of our business cycle. We believe our approach to executive compensation focuses our leaders on operational excellence, effective corporate management, and upgrading our asset base while directly connecting to the shareholder experience. Below are some highlights of our philosophy and the 2019 compensation results as they relate to the Corporation’s performance and challenges throughout the year.

 

Executive Compensation Philosophy and Process

 

We believe our shareholders and stakeholders are best served when executives strive to manage effectively throughout the entire business cycle. Our executives’ total compensation is based, in a balanced way, on the health and safety of our employees and the communities in which we operate, operational excellence, growth of reserves and resources, shareholder value creation, cash and balance sheet management, sustainability, social stakeholders and community management. We recognize that the current results achieved in each of the performance metrics in our compensation plans is the culmination of multiple years of work which is why multi-year performance is an important element in our overall compensation philosophy.

 

The largest element in our compensation program is comprised of variable pay linked to performance.

 

●	Annual cash incentives (the Cash Incentive Plan or “CIP”) that reward executives for the achievement of financial, strategic, operational and mineral resource inventory, plus a measure of individual performance; and

 

●

Long-term equity incentives (the Equity Incentive Plan or “EIP”), comprised of performance-vested share units, of which the majority are tied to performance measures which drive the creation of long-term shareholder value, and of share options. These incentives reward executives’ sustained, multi-year performance and align pay with performance over the longer-term (i.e. seven years after a grant of options and three years after a grant of performance-vested share units, provided post-grant performance vesting conditions are achieved). Given the exceptional volatility in the Corporation’s share price arising from the COVID-19 pandemic, the HRCC determined that equity incentives for 2019 performance be entirely in the form of performance-vested share units and not options. Further, in order that executives not unduly benefit from a depressed share price in an increased number of share units, a 20-day weighted average closing share price prior to the declaration of the pandemic was used, all as described below.

 

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Finally, our plan is designed to be flexible which allows us to respond to the ever-changing landscape of our business. In the Compensation Discussion and Analysis section that follows, we present the components of our executive compensation program, how decisions are made, how performance metrics are set and measured, in addition to explaining the principles that guide both the design and decision making under our program.

 

Engaging with our Shareholders

 

The HRCC and the Board are committed to engaging with our shareholders on matters like executive compensation and other matters that are important to our shareholders. IAMGOLD introduced its non-binding say-on-pay vote in 2010, with the following past 5 years results of “for” votes: FY2018: 97.48% FY2017: 95.06%, FY2016: 67.85%, FY2015: 89.49%, FY2014: 97.19%.

 

In 2019, Board and executive leadership continued to hold open and constructive meetings with key shareholders and analysts. 2019 proved to be a year of significant challenges, but also key advancements. With over 120 in-person meetings, numerous calls and conferences, the team kept the market informed and gathered feedback on market sentiment. In early 2019, a lower gold price environment combined with a cash flow focus led the team to defer the Côté Gold Project. A focus on self-funding to achieve positive cash flows at each site, combined with development of projects within budget proved to be critical to gaining shareholder support in 2019.

 

Changes in 2019

 

During 2019, we implemented the changes in our executive compensation program that were presented in last year’s Management Information Circular. In the balance of this statement of executive compensation, we illustrate how a strong pay for performance and alignment with shareholders’ experience are maintained with the implementation of these changes. Our improved compensation program has a greater emphasis on financial metrics with the implementation of a per-share metric and significant weighting on financial measures in our CIP scorecard. A project execution metric has been added to the operations measures in the CIP scorecard – this recognizes the criticality of execution on development projects that are at the core of our growth strategy. As well, the EIP grant for 2019 was in the form of performance-vested share units only. No options were granted to prevent the executives from unduly benefitting from a decline in share price. Vesting of the performance-vested shares is conditional on achieving certain performance targets based on relative total shareholder return (“TSR”) and average return on invested capital “ROIC” over a three year period.

 

IAMGOLD’s Performance in 2019

 

Overall, 2019 was a challenging year for the Corporation. Performance fell short of expectations on key metrics in the overall compensation formula, including All-In-Sustaining-Costs (“AISC”) and production, and as a result the Corporation underperformed our peer group.

 

Despite this underperformance in key areas, there were several notable achievements for the Corporation in 2019, including realigning Westwood to suit its operating levels, working with our local stakeholders at Rosebel to successfully address unauthorized mining, and ensuring the safety of our team at Essakane in a challenging security environment. Other accomplishments during the year include the following:

 

 

More specifically, in terms of growth, in 2019, the Corporation grew inferred resources by 38%, as a result of ongoing exploration success, while reserves decreased by 6% primarily as a result of mine depletion. Total attributable Measured and Indicated Resources (inclusive of Reserves) decreased overall by 2%.

 

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The 2019 highlights in Exploration are:

 

●	Declared an initial mineral resource estimate of 3.2 million inferred ounces (contained) for the Nelligan Gold Project, Canada.

 

●	Reported 744,000 indicated ounces and increased resources by 57% at the Diakha-Siribava Gold Project in Mali.

 

●

At Essakane, following the Carbon-in-Leach and Heap Leach Project Feasibility Study, announced indicated resources of 4.9 million ounces grading 0.98 g/t Au, inclusive of reserves on the Essakane Mining Concession, based on a new resource model and proven and probable reserves of 4.0 million ounces grading 0.96 g/t Au.

 

Environment, Social and Governance (“ESG”) Accomplishments in 2019

 

ESG has been a top priority at the forefront of the Corporation’s strategy for many years. The Board, the executives and all IAMGOLD staff are passionate about treating our communities and employees with respect, offering a safe and healthy work environment, and operating in a sustainable manner. Below are some of our ESG accomplishments for 2019:

 

Corporate Governance:

 

●	For the second consecutive year, IAMGOLD was included in Bloomberg’s Gender Equality Index for organizational commitment to equality and advancement of women in the workplace.

 

●	IAMGOLD is a signatory to the World Gold Council’s Responsible Gold Mining Principles which are being implemented throughout the Corporation.

 

●	IAMGOLD received the highest score (GA-1) of Moody’s Corporate Governance for the Metals and Mining Sector.

 

●

Employees of the Corporation including the executives must review the Corporation’s Code of Business Conduct and Ethics and its Anti-Bribery/Anti-Corruption Policy and Standard annually and confirm their understanding via a test. In 2019, 100% of the executives completed the test and over 93% of employees at all our sites from all levels in the organization did the same.

 

●

The Corporation has a whistleblower policy in place that provides for the confidential and anonymous submission of complaints related to the integrity and governance of the Corporation. The whistleblower reporting process is overseen by the Chair of the Audit and Finance Committee and Chair of the Nominating and Corporate Governance Committee of the Board. Whistleblower reports are treated with the highest confidentiality and both the policy and process are communicated to all employees globally.

 

Sustainability and Community Relations:

 

●	IAMGOLD continues to reduce its carbon footprint through the operation of solar energy farms at its Essakane and Rosebel operations.

 

●	IAMGOLD was nominated as one of the 2019 Best 50 Corporate Citizens in Canada by Corporate Knights.

 

●	The Corporation has made an investment of $1.35 million to improve community access to high-quality medical care in Suriname.

 

●	Renewal of our financial commitment with Laurentian University in Ontario, contributing $2 million over five years to the engineering department .

 

●	Signing of an Impact & Benefit Agreement with Mattagami First Nation and Flying Post First Nation in Northern Ontario.

 

●	Ongoing and diligent efforts in protecting the security of our employees and contractors in Burkina Faso.

 

●	2019 was the fourth and final year where IAMGOLD co-hosted and organized the Miner’s Lamp Award, a fundraising gala that raised over $2.5 million in four years for youth mental health research.

 

●	Resolution of Suriname illegal miner situation in a constructive and respectful manner for all our stakeholders.

 

Health & Safety (“H&S”):

 

●

Regrettably, the Corporation suffered a fatality at Essakane in 2019. Despite this occurrence, 2019’s safety performance achieved a 33% decrease for both Days Away, Restricted or Transferred (“DART”) and Total Recordable Injuries (“TRI”) rates compared to 2018 and both rates ended well under the 2019 targets. 2019 H&S performance results (DART and TRI) are the best we have achieved in the past 10 years.

 

●	New systems, new training and an ISO 45001 strategy at Essakane and Rosebel have contributed to obtaining superior H&S performance.

 

●	Each of IAMGOLD sites and corporate offices held multiple activities supporting the global wellness program, in the areas of physical health, mental health, financial wellness, social and community life and work & home safety.

 

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Alignment of Pay and Performance for 2019

 

Executives’ performance is measured against several critical metrics or key performance indicators which drive long term value. The HRCC considers performance against predetermined target objectives, aligned with the then current strategy of the Corporation, as well as management’s ability to react to unforeseen economic factors (including commodity prices and currency exchange rates) and relative outcomes in determining both the cash incentive payouts and equity incentive awards. As discussed with respect to the equity awards, the HRCC also considered the three-year history of achievement against goals.

 

The Corporation’s executive compensation plan gives the HRCC an appropriate level of flexibility to ensure balanced compensation decisions, including the ability to consider historical performance trend and current shareholder experience without being bound by purely formula-based outcomes or targeted cash or equity award levels that can lead to unwarranted grant levels and payouts in the future.

 

In accordance with our pay-for-performance philosophy, a significant majority of executive pay is variable and “at risk”. As a percentage of total direct compensation, average actual “at risk’” pay of NEOs was 67% for 2019. To further mitigate the risk of short-term thinking and risk-taking behaviors, management is strongly encouraged to hold shares of the Corporation under the Share Ownership Guidelines (described below in the Compensation Discussion and Analysis) throughout their tenure. Further, performance-vested share units settle in shares, not cash, at the end of the 36-month vesting period. Total equity holdings (held directly and indirectly) by the former CEO were 821,775 Common Shares and 790,200 unvested share units as of December 31, 2019 with a total value of $7,818,079.

 

The following outlines key factors and outcomes relating to 2019 pay-for-performance decisions:

 

 

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In Summary

 

IAMGOLD’s executive compensation program and practices are described in detail in the Compensation Discussion and Analysis. The HRCC believes that the compensation program continues to employ a pay-for-performance approach, is aligned with shareholders’ experience and supports its goal of rewarding executives for the long-term creation and preservation of value for shareholders.

 

Submitted by the 2019 HRCC on behalf of the Board of Directors, Timothy R. Snider (Chairman), Mahendra Naik and Ronald Gagel.

 

COMPENSATION DISCUSSION AND ANALYSIS

 

This Compensation Discussion and Analysis describes the Corporation’s approach to executive compensation by outlining the processes and decisions behind what the Corporation paid its executive officers who were, during or as at the end of the financial year: the CEO, CFO and the three other most highly compensated executive officers of the Corporation (the “Named Executive Officers” or the “NEOs”). The NEOs for 2019 with their title and position held at December 31, 2019 are:

 

●

Stephen J.J. Letwin, CEO (Retired effective March 1, 2020);

 

●

P. Gordon Stothart, President and Chief Operating Officer (“President & COO”) (Appointed President and CEO effective March 1, 2020);

 

●

Carol Banducci, Executive Vice President and Chief Financial Officer (“EVP & CFO”);

 

●

Jeffery Snow, General Counsel, Senior Vice President, Business Development (“SVP, Legal”); and,

 

●

Craig MacDougall, Senior Vice President, Exploration (“SVP, Exploration”).

 

Compensation Program Oversight and Governance

 

The fundamental objective of IAMGOLD’s executive compensation approach is to incentivize, motivate and reward executives for the long-term creation and preservation of shareholder value, in addition to creating value for the Corporation’s stakeholders, generally. In addition, it must reflect annual challenges and successes. To attain these objectives, the Corporation’s executive compensation programs and policies are designed with the following principles:

 

●

Attract, retain, motivate and reward high-caliber executive talent;

 

●

Link the compensation model directly to specific and measurable financial, operational, growth, HSS and individual performance objectives which are set annually to reflect and advance the Corporation’s strategy;

 

●

Motivate high performers to continually achieve exceptional levels of performance through rewards that vest over the long term;

 

●

Provide the HRCC with the flexibility to exercise judgement to ensure appropriate overall compensation results;

 

●

Align incentives with the risk profile of the Corporation and discourage short-termism; and,

 

●

Encourage executives to own shares of the Corporation to more fully align the interests of management with those of our shareholders.

 

The Corporation sets an annual budget which is prepared in the context of a five-year forward-looking forecast and in conjunction with the full “life-of-mine” plans. We consider these targets and require the executives to “outperform” them while operating responsibly. The nature of mining operations requires a long-term approach to mine design, operations, ore reserves, and exploration. Accordingly, the annual budget, which is the basis for the incentive plan objectives for the year, is designed to position the Corporation to deliver shareholder value over the long-term.

 

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Role of the HRCC

 

As part of its Board-approved mandate, the HRCC:

 

 

Composition of the HRCC

 

The Board has determined that the HRCC is to be comprised of at least three directors, each of whom must be independent under applicable laws, policies and stock exchange rules. In addition, in keeping with governance best practice, the HRCC should consist of directors who are knowledgeable about issues related to human resources, talent management, compensation, governance and risk management.

 

As of the date of this Circular, the members of the HRCC were Mr. Timothy R. Snider (Chairman), Mr. Mahendra Naik and Mr. Ronald Gagel. Please refer to the biographies of the HRCC members on pages 9, 11 and 12.

 

Activities of the HRCC with respect to 2019

 

Each year, the HRCC finalizes the executive compensation plan once the Corporation’s strategic plan and annual budget for that year are approved by the Board. The HRCC determines CIP payouts (cash settled) and EIP grants (100% equity-settled) in the first quarter of the financial year, once audited year-end financial statements are available. Accordingly, deliberations with respect to the 2019 financial year occurred in Q4 2018, with respect to the 2019 executive compensation framework, and during 2019 and in Q1 2020, with respect to determining compensation based on performance in 2019 as assessed against the compensation framework. The HRCC met four times in 2019.

 

In executing its mandate, the HRCC:

 

●

Assessed the effectiveness of the existing compensation plan, including a review of the Corporation’s compensation philosophy, methodology and program design to ensure relevancy and appropriateness;

 

●

Recommended to the Board for approval the executive compensation plan for 2019, based on 2019 approved budgets and with a view to advancing the corporate strategy adopted by the Board;

 

●

Assessed the 2019 performance of executives against their individual objectives and the executive compensation plan;

 

●

Recommended to the Board for approval the 2019 compensation payable according to the 2019 executive compensation plan, the individual performance of the CEO and the CEO’s recommendation for the other NEOs, taking into consideration proper pay-for-performance alignment of the CEO’s and other NEOs’ compensation;

 

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●

Verified executives’ compliance with their minimum share ownership guidelines;

 

●

Verified the CEO’s compensation pay-for-performance alignment at multiple times during the year;

 

●

Reviewed the succession plans for the CEO and other senior executives and updated development plans;

 

●

Reviewed and confirmed the Corporation peer group, in alignment with the selection criteria;

 

●

Reviewed the potential for any material risks arising from the executive compensation plan; and

 

●

Engaged the services of an external compensation consultant to provide independent advice and expertise on executive compensation matters.

 

During 2019, the HRCC has also:

 

●

Introduced changes to the CIP scorecard to bring greater focus to financial metrics, metrics that are relevant to shareholders such as per share measures, and to better align executives’ compensation with the importance of the successful, on-budget and on-time, development of substantial projects for the Corporation (see page 33 of this Circular);

 

●

Implemented a new methodology to determine EIP grant values (see page 37 of this Circular);

 

●

Introduced Performance Share Units (“PSUs”) to the EIP mix and therefore reinforced the link between executives’ compensation with shareholders’ experience (see page 37 of this Circular);

 

●

Initiated the former President & CEO’s succession by appointing, in Q3 2019, P. Gordon Stothart as President & COO of the Corporation. Later in 2020, the Corporation announced the retirement of the former CEO and Mr. Stothart was appointed as President & CEO effective March 1, 2020.

 

Succession Planning for the President & CEO

 

Annually, the HRCC reviews the talent management and succession planning framework used for the NEOs and other executives, as well as the annual talent management plan. As part of the in-camera discussion on the President & CEO’s performance, the HRCC members update the President & CEO succession plan and assess potential risks related to this plan.

 

In 2019, the HRCC and the Board held in-camera discussions on potential successors to the President & CEO, and to each NEO, and assessed the degree of readiness and fit for the roles, considering the types of challenges that will need to be managed in the next 1 to 5 years. The succession planning plan for the President & CEO and for the NEOs is kept confidential at the Board level.

 

In Q3 2019, the Corporation announced the appointment of Mr. Stothart, then EVP & COO, to the position of President & COO. No changes to his compensation were made at that time. Stephen J.J. Letwin, President & CEO, stepped down as president but remained CEO of the Corporation, with the objective of focusing on corporate strategic initiatives going forward.

 

In Q1 2020, the Corporation announced, effective March 1, 2020, the retirement of Mr. Letwin as CEO and his resignation as a director of the Corporation, and the appointment of Mr. Stothart as President & CEO and as a director of the Corporation. Mr. Letwin will continue to be available to assist in the transition post-retirement as a consultant, particularly in the area of government relations. This transition is part of the ongoing succession planning and management by the Board.

 

Mr. Stothart joined IAMGOLD in December of 2007 and has over 20 years of mining industry experience. He has been a key member of the IAMGOLD executive team in not only leading operations but also in providing a strategic vision for the Corporation. Prior to joining IAMGOLD, Mr. Stothart managed and developed three major copper projects in South America and provided oversight of the large scale Antamina and Collahuasi mines. Mr. Stothart was appointed Chair of the Mining Association of Canada in June 2019 for a two-year term. He graduated with a Bachelor of Applied Science from the University of British Columbia in 1987 with a double major in Mining and Mineral Process Engineering.

 

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Decisions made regarding the new President & CEO’s compensation for 2020:

 

In Q1 2020, the HRCC and the Board discussed the new President & CEO’s total compensation package in light of the Corporation’s strategy and five-year plan, and received independent advice as well as additional benchmarks and analysis from its independent executive compensation consultant. The HRCC and the Board sought to ensure alignment of the new President & CEO’s total direct compensation with the Corporation’s pay-for-performance philosophy and guiding principles. In 2020, Mr. Stothart’s base salary will be $750,000 (annualized), his target CIP will be 100% of salary and his target EIP 200% of salary, which sums to target total direct compensation of $3 million. This target total direct compensation is slightly below the 25th percentile target for CEOs in the Corporation’s peer group, based on the latest information available. Mr. Stothart may be awarded an additional target CIP of 10% of salary and an additional EIP grant of 20% of salary specifically related to the success (performance) of any major growth project that is undertaken. This additional EIP award would be in the form of Performance Share Units with metrics tied directly to performance metrics on project execution. With these additional incentives, his target total direct compensation would still be lower than the 25th percentile of IMG’s peer group.

 

Compensation Risk Management and Good Governance Practices

 

IAMGOLD’s compensation program and practices have been established to ensure appropriate alignment of pay with the long-term success of the organization, near-term challenges and good governance practices. The executive compensation plan includes four components: base salary, CIP (annual award settled in cash), EIP (annual grants settled in shares at vesting), and benefits/perquisites. The HRCC believes the executive compensation program:

 

●

Effectively balances a pay-for-performance approach with retention of highly-skilled executives;

 

●

Mitigates the risk of excessively high compensation; and

 

●

Encourages executives to consider how short-term actions, continuous improvement and multiple year projects contribute to long-term value creation for shareholders, management, employees, and all stakeholders.

 

The HRCC and the Board regularly review and evaluate potential risks to the Corporation resulting from the executive compensation plan and more specifically from:

 

 

In 2019, the HRCC engaged Willis Towers Watson (“WTW”) to update the comprehensive risk review that was conducted in 2018 on the Corporation’s executive compensation program. Based on this review, neither the HRCC nor the Board has identified any potential risks associated with the compensation policies or practices of the Corporation that would reasonably be likely to have a material adverse effect on the Corporation. Some specific risk-mitigating and good governance design features of the 2019 executive compensation program include: an appropriate pay mix, share ownership rules and trading policies, pay-for-performance calibration and scenario testing, award payment caps, awards based on both predetermined formulae and discretion, clawback policy, absolute and relative metrics, and a robust compensation decision-making process. The changes introduced to the executive compensation program in 2019 strengthen risk mitigation by reinforcing the Corporation’s pay-for-performance philosophy.

 

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Area of Focus	Executive Compensation Design Features
Program Design	●  Majority of executive total direct compensation is performance-based and “at risk”. On average, performance-based compensation, (i.e. target CIP and EIP), is targeted at approximately 70% of NEOs’ 2019 target TDC.   ●  Cash and equity awards are 100% performance-based and earned, not guaranteed, with equity grants subject to performance-vesting over time to ensure that executive interests are aligned with shareholders over the long term.   ●  Cash and equity incentive formula factors are capped to avoid excessive or extreme compensation awards.   ●  Performance objectives and related compensation outcomes are measurable and pre-defined.   ●  HRCC retains discretion to adjust the compensation of an executive, as it deems appropriate, to ensure that pay outcomes match actual performance outcomes and the shareholder experience. Both the CIP and EIP frameworks are intended to serve only as guidelines for the HRCC.
Cash Incentive Plan (CIP)	●  The CIP includes balanced performance measurement representing financial, operational, HSS and individual performance goals for 2019.   ●  Challenging performance targets are pre-defined and established in conjunction with the annual budgeting process and the long-term strategy of the Corporation.   ●  The CIP design incorporates risk mitigating performance measures such as multiple financial measures and performance targets.   ●  The impact of gold commodity prices is minimized through use of a budgeted gold price where appropriate to set operating goals.   ●  The result of each performance metric is capped and also has a minimum threshold, below which zero compensation is paid for that metric.   ●  The award payouts are capped at two times target bonus regardless the level of performance achieved.
Equity Incentive Plan (EIP)	●  Grant levels are determined, within a range, based on the HRCC’s review of overall performance outcomes over three years, and considering the Corporation’s current share price.   ●  Annual variable grants have staggered and overlapping vesting schedules: performance-vested share units, of which two thirds vest after 36 months but only if relative total shareholder return and average return on invested capital targets are met at the end of such period, which tie to the creation of long-term shareholder and stakeholder value, and options, which vest over 5 years, ensure that executives continually focus on future value creation. Given the exceptional volatility in the Corporation’s share price arising from the COVID-19 pandemic, the HRCC determined that equity incentives for 2019 performance be entirely in the form of performance-vested share units and not options. Further, in order that executives not unduly benefit from a depressed share price in an increased number of share units, a 20-day weighted average closing share price prior to the declaration of the pandemic was used.
Additional Governance	●  Potential awards under the CIP and EIP are regularly “stress-tested” to avoid unintended behaviours and compensation outcomes. Scenarios are reviewed regularly (e.g. CEO pay-for-performance alignment under ISS and Glass Lewis models at least twice in the year) prior to awards to ensure the plan is operating correctly.   ●  Clawback policy provision is included in the executive compensation plan for incentive compensation granted and/or settled, where the underlying performance for such grant / award is subsequently determined to be unfounded (e.g. upon a material earnings restatement).   ●  NEOs and other executives are subject to share ownership guidelines.   ●  IAMGOLD holds an annual advisory vote on the Corporation’s approach to executive compensation.   ●  Together with the executive compensation pay-for-performance framework, the Share Incentive Plan prohibits problematic compensation practices, such as option backdating.   ●  The HRCC meets in camera after each meeting for additional compensation and talent management discussions.   ●  An independent advisor is retained by the HRCC to provide external perspective on market changes and best practices related to compensation design, governance and compensation risk management.

 

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Anti-hedging Policy

 

To further align the interests of executives and directors with the creation and protection of long-term value for shareholders and other stakeholders, the Corporation prohibits officers and directors from engaging in hedging against a decrease in the market value of IAMGOLD’s equity securities.

 

Management’s Role in Compensation Decision-Making

 

As part of the annual compensation cycle, the CEO recommends financial, operational, HSS and individual objectives for each executive. Objectives are based on the Board-approved annual budget and corporate strategy. Based on the CEO’s year-end assessment of performance, policy guidelines, competitive benchmark data and industry practice, the CEO provides the HRCC with recommendations with respect to executives’ base salary increases, cash incentives, and equity grants. The SVP Corporate Affairs, Health, Safety, Sustainability & People assists the CEO with compensation recommendations regarding the executives (excluding his own). Other executives are not involved in any compensation-related decisions with respect to executives (including NEOs).

 

At the beginning of each year, the CEO provides the HRCC with a draft of his individual objectives. These objectives are finalized after feedback is received from the HRCC and the Board. At the end of the year, the HRCC reviews the CEO’s performance against these individual objectives and overall corporate performance. Compensation recommendations are then made from the HRCC to the Board for approval.

 

Management also collects and summarizes competitive compensation data as well as company financial and market performance data for the HRCC’s consideration in its decision making. The specific comparator group against which compensation practices are assessed is described further under “Pay Peer Group”.

 

Compensation Consultant

 

The HRCC from time to time retains compensation consultants to provide expert and independent advice regarding compensation policies and decisions. The consultants provide support to the HRCC and act only on instructions provided or approved by the HRCC Chair. The consultant does not perform work other than work pre-approved in writing by the HRCC Chair. HRCC decisions and recommendations to the Board are its responsibility and may reflect factors and considerations other than the information and recommendations provided by compensation consultants.

 

The HRCC has retained WTW since 2011 for executive compensation services. WTW’s executive compensation consultants report directly to the HRCC. The HRCC confirms WTW’s independence through the continual review of the factors set out by the Securities and Exchange Commission that compensation committees should consider when selecting and monitoring the independence of their compensation advisors including the following criteria.

 

●

WTW’s executive compensation consulting is separate and distinct from the team that assists IAMGOLD with insurance products and services;

 

●

Members of the WTW executive compensation consulting team are not involved in selling other WTW services to IAMGOLD and receive no incentive or other compensation based on the fees charged to IAMGOLD for such other services;

 

●

WTW’s executive compensation consultants do not have a business or personal relationship with any of the HRCC members or management, and do not own any Common Shares (other than through portfolio investment vehicles such as mutual funds);

 

●

WTW has strict protocols and processes to mitigate conflicts of interest and all consultants are required to adhere to a code of conduct.

 

Executive Compensation-Related Work:

 

In 2019, WTW provided support to the HRCC in reviewing meeting materials prepared by management and attending certain HRCC meetings. WTW advised on peer group review, conducted the annual risk assessment review of the Corporation’s executive compensation plan, advised on the implementation of the new CIP elements and on the PSU metrics, and reviewed executive compensation disclosure. WTW also advised on executive compensation trends and best practices, and on the new President & CEO’s compensation.

 

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Other Consulting Services:

 

During 2019, the Corporation continued to engage Willis Canada Inc., a Willis Towers Watson company, to provide services for the management of commercial and casualty insurance programs.

 

The tables below summarize fees paid to WTW over the past two years in respect of executive compensation and other consulting services. Executive Compensation-Related Fees in 2018 were higher than in 2019 because of additional work required to change the executive compensation plans for NEOs, most notably the introduction of performance-vesting conditions for share units.

 

 

(1)

All of the “Other Fees” are paid to Willis Canada Inc. for such services, which are mainly wholesale commissions and insurance-related fees. Notwithstanding the fees paid, as described above, the WTW team that assists the Corporation with insurance products and services is separate and distinct from WTW’s executive compensation consulting team and there are walls between the two groups to ensure confidential information is not shared and they operate independently.

 

 

Executive Share Ownership

 

Share ownership guidelines stipulate that ownership is to be attained within three years of the later of: joining the Corporation and appointment to the relevant executive level. Share ownership guidelines vary by executive level and are represented by a multiple of base salary.

 

The guidelines are as follows:

 

Executive Position/ Level	Share Ownership Target Effective in 2019 (multiple of base salary)
CEO	3.0 x
President & COO	2.0 x
Executive Vice President & CFO	2.0 x
Senior Vice President	1.5 x

 

As of December 31, 2019⁽¹⁾, all NEOs have achieved their share ownership guidelines as indicated below:

 

Named Executive Officers	Share Ownership Target	Actual Share Ownership
	Multiple of Salary	Total Value at Dec 31, 2019(1)	Multiple of Base Salary
Stephen J.J. Letwin  CEO	3.0	$ 7,818,079	8.5
P. Gordon Stothart  President & COO	2.0	$ 2,651,204	4.8
Carol Banducci  EVP & CFO	2.0	$ 2,264,315	4.8
Jeffery Snow  SVP, Legal	1.5	$1,994,635	4.4
Craig MacDougall  SVP, Exploration	1.5	$1,578,583	3.5

 

(1)

Based on December 31, 2019 closing price of $4.85 the last trading day of 2019.

 

 

	IAMGOLD | 26

2020 Management Proxy Circular

 

Pay Peer Group

 

Each year, to assist with compensation decisions, the HRCC reviews market data and assesses the competitiveness of direct and total compensation for executives (including NEOs). The market data is used as a reference point only and the HRCC does not target a specific competitive position of the comparator group to set executive compensation levels.

 

In creating and maintaining its comparator group, the Corporation considers organizations that are similar in size and scope of operations and are representative of the market within which the Corporation competes for senior executive talent. When selecting comparators, the Corporation applies the following criteria:

 

 

Changes in Peer Group during 2019

 

The HRCC analyzed the metrics of the peer group companies as well as the metrics of other companies that could potentially be included in the peer group. After analysis and discussions, the HRCC decided to replace SEMAFO Inc with Hudbay Minerals Inc. SEMAFO has been on the low end of the selection criteria for multiple years and was also excluded from the peer groups that proxy advisor firms have selected for IAMGOLD. The HRCC believes Hudbay to be an appropriate comparator that satisfies peer group criteria as it is very similar in size to the Corporation and is a potential competitor for mining talent. Agnico Eagle and Kirkland Lake market capitalization are above the $10 billion criteria in 2019 however they are maintained in the peer group because they remain comparable on the other criteria, would attract similar talent and are included in proxy advisors’ peer groups for IAMGOLD.

 

Company	Scope Information(1)
	Market Cap	Revenue	Total Assets	Total Shareholder Return
	31-Dec-19	FY2018	FY2018	1 Year	3 Year
Agnico Eagle Mines Limited	$19,106	$2,990	$10,716	47%	13%
Kirkland Lake Gold Ltd.	$11,999	$1,250	$2,334	61%	102%
Kinross Gold Corporation	$7,721	$4,384	$11,003	40%	14%
B2Gold Corporation	$5,346	$1,435	$3,477	31%	18%
Yamana Gold Inc.	$4,885	$2,454	$10,934	62%	12%
SSR Mining Inc.	$3,073	$574	$2,076	51%	28%
Alamos Gold Inc.	$3,062	$889	$4,465	61%	-5%
Centerra Gold Inc.	$3,033	$1,541	$3,857	76%	18%
Hudbay Minerals Inc.	$1,406	$2,009	$6,394	-16%	-11%
Eldorado Gold Corporation	$1,653	$626	$6,316	161%	-21%
New Gold Inc.	$774	$825	$2,961	10%	-37%
	Percentile Statistics
25th Percentile	$1,653	$825	$3,219	31%	-11%
50th Percentile	$3,073	$1,435	$4,465	51%	13%
75th Percentile	$7,721	$2,454	$8,555	62%	18%
Average	$5,642	$1,725	$5,866	53%	12%

 

IAMGOLD Corporation	$2,275	$1,516	$5,405	-3%	-7%
Percent Rank	29P	56P	59P	13P	31P

 

(1)

As reported by Standard & Poor’s Capital IQ. TSR reflects the compounded average annual growth rate for periods ending December 31, 2019. Dollar amounts shown in this table are presented in thousands of Canadian dollars

 

 

	IAMGOLD | 27

2020 Management Proxy Circular

 

COMPONENTS OF EXECUTIVE COMPENSATION IN 2019

 

Total compensation for executives consists of the following four elements:

 

Pay Element	Type	Description	Objectives
Base Salary	Fixed	Base salary levels for executives reflect: •  scope, complexity and responsibility of the role of the executive; •  competitiveness with salary levels for similar positions at companies included in market comparator groups; and, •  the executive’s experience and sustained performance level. Comparative market analysis and individual performance assessments occur annually to ensure compensation remains competitive, resulting in periodic base salary adjustments, when appropriate.	•   Provide competitive compensation •  Recognize skills and experience •  Attract and retain key talent
Cash Incentive Plan (CIP)	Performance based   Variable   At risk	All executives participate in the CIP whereby awards are based on achievement of financial, operational, HSS and individual objectives. •  A target CIP level is set as a percentage of base salary. While consideration is given to practices within the market comparator group in setting these percentages, the market data is used as a reference point only; •  Award levels range from 0x to a maximum (payout cap) of 2x target depending on performance achieved. The CIP directly links executive performance to the accomplishment of key performance indicators of the Corporation that drive shareholder value. Performance measures are selected based on their relationship to immediate financial and operational objectives and long-term value creation.	•  Motivate the achievement of annual goals and objectives •  Reward performance that supports the creation of shareholder value •  Provide competitive compensation •  Attract and retain key talent
Equity Incentive Plan (EIP)	Performance based   Variable   At risk	EIP grant values are based on the performance of the Corporation and on executives’ individual performance, and looks at sustained performance over the past three years. A new grant methodology was introduced for the FY2019 EIP grant. Grants are based on a range of target value expressed as percentage of base salary. In determining the specific individual grants, the HRCC considers the value of previous equity awards, current share price and equity valuations, share ownership levels, total equity granted as a percentage of the outstanding Common Shares of the Corporation, and other factors the HRCC and Board may consider appropriate. Typically, the grant values will be within the range of 0.80 to 1.20 of a specific target value. All awarded equity in 2019 was 100% performance-vested shares, half of the shares vest by performance measures tied to specific post-grant total shareholder return and return on invested capital performance metrics over a three-year period and half by time. 2019 PSUs will vest conditional on 3-year relative TSR and average ROIC. The HRCC selected these two metrics because they are key indicators of long-term growth and value creation. See pages 35 and 36 for rationale and details on the performance vesting metrics.	•  Motivate the consistent achievement of long-term goals and objectives •  Reward performance that is aligned with the creation of long-term shareholder value •  Promote executives’ share ownership •  Provide competitive compensation •  Attract and retain key talent
Benefits & Perquisites	Fixed	Executives participate in the same benefits provided to all employees including health and life insurance benefits, a defined contribution pension plan and a share purchase plan. They also have top up disability insurance, above the maximum amount insured by the non-executive employees plan. The CEO and other NEOs receive additional perquisites as part of their employment agreements, as disclosed in the Summary Compensation Table.	•  Provide competitive compensation •  Attract and retain key talent

 

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2020 Management Proxy Circular

 

COMPENSATION DECISIONS RELATED TO 2019 PERFORMANCE

 

2019 Total Direct Compensation Decisions

 

The following section provides a detailed discussion of the decisions made to determine each NEO’s total direct compensation for 2019, including the following compensation elements:

 

 

Base Salary

 

The HRCC conducted its annual market compensation analysis which consists of comparing our NEOs’ base salaries with those paid to similarly-situated NEOs in our peer group, while also considering total compensation value. Based on its review, and in consideration of the Corporation’s pay-for-performance guiding principle, the HRCC decided against providing any general merit-based increase for 2019.

 

However, the HRCC did decide to increase the base salary of the SVP, Legal by 4.7% effective January 1, 2019. This adjustment was made after reviewing salaries for similar positions within our peer group. The HRCC believes this salary market adjustment was required and fair based on the scope of the job, its expectations regarding the incumbent and the complexity of the challenges in this role.

 

Named Executive Officers	2019			2018
	Base Salary	Increase from 2018		Base Salary	Increase from 2017
Stephen J.J. Letwin CEO	$925,000	0.0%		$925,000	2.8%
P. Gordon Stothart President & COO	$550,000	0.0%		$550,000	0.0%
Carol Banducci EVP & CFO	$475,000	0.0%		$475,000	2.6%
Jeffery Snow SVP, Legal	$450,000	4.7%		$430,000	2.4%
Craig MacDougall SVP, Exploration	$450,000	0.0%		$450,000	19.0%

 

For 2020, as part of the annual compensation review process, the HRCC decided to increase base salaries by 2.5% for all NEOs, with the exception of Mr. Letwin who retired at the end of Q1 2020 and Mr. Stothart whose compensation package was fully reviewed as part of his 2020 appointment as President & CEO. The 2.5% increase corresponds to the same salary increase budget that is applied in 2020 to the Corporation’s non-executive employees to remain competitive as against peer group companies for talent.

 

Cash Incentive Plan (CIP)

 

The CIP is our cash incentive program and its objective is to reward based on annual performance. The Corporation’s CIP performance metrics are reviewed annually by the HRCC and targets are set at the beginning of the year in line with the Corporation’s budget and longer-term strategy. Individual award targets are set as a percentage of the NEO’s base salary and the payout may be above or below the target. Awards are capped at two times target. At the end of the year, awards are determined based on both the Corporation’s and the NEO’s performance. The Board can apply discretion to increase or decrease the awards from the formula-based calculations to reflect the Corporation’s and the executive’s performance for that year as well as HRCC’s long-term assessment, recognizing that current year performance is influenced by multi-year activities.

 

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2020 Management Proxy Circular

 

Changes to the CIP in 2019 from 2018

 

At the beginning of 2019, the HRCC made some important changes to the CIP metrics to create a stronger pay-for-performance link and to increase alignment of the interests of NEOs and shareholders. The HRCC also sought to ensure that the CIP scorecard continued to be representative of the Corporation’s updated strategic plan and annual budget.

 

The changes were as follows:

 

•

The corporate performance category was replaced by a financial performance category that includes specific financial measures. The weighting of a NEO’s CIP award attributable to the financial performance category ranges from 25% to 45%, depending on the line of sight of the NEO to financial performance. In addition, the free cash flow metric is now measured on a per-share basis to create greater alignment with shareholders. This also reinforces with executives the importance of financials in the pay-for-performance equation.

 

•

A project execution metric was added under the operational metric category. Since development projects are at the core of IAMGOLD’s growth strategy, it became fundamental for the Corporation to include a project measure in its incentive program. This new metric follows the same governance process as the other CIP metrics. Projects are identified at the beginning of the year along with specific quantitative and qualitative measures (capital expenses and other on-time and on-budget measures), and are approved by the HRCC. At each quarter, forecast annual results are presented to the HRCC for discussion, review and monitoring of progress. At the end of the year, the projects sought to be advanced are evaluated against the approved metrics using actual development results. In 2019, the projects in scope were: Saramacca at Rosebel, Carbon-in-leach project at Essakane and Project X at Westwood.

 

•

Security initiatives are now included in the definition of the sustainability metric. The security of our employees, contractors and assets is a key area of focus in some of the jurisdictions where we operate. This was an important success factor for the Corporation in 2019.

 

2019 CIP Metrics and Weightings:

 

Financial		Operational		HSS
Free Cash Flow Per Share (60%) All-In-Sustaining Costs (AISC) (40%)		Production (40%) Project Execution (30%) Reserve Replacement (15%) Additional Resources – Strategic Initiatives (15%)		Health & Safety (50%) Sustainability (50%)

 

2019 CIP Payout Formula

 

The formula illustrated below provides a starting point for the HRCC to determine CIP payouts. Target levels of performance on these criteria are established as guidelines but compensation can be adjusted at the HRCC’s discretion in order to achieve a fair result consistent with the pay-for-performance model or a result that is aligned with shareholder experience. The HRCC believes that fixed formulas may lead to an excessively high or low payout result that does not accurately reflect actual performance when viewed holistically. As a result, the HRCC believes the discretion applied by the Board should be the ultimate determinant of final, overall compensation within the context of those pre-determined guidelines.

 

 

The formula above, in which individual performance is added to other performance metrics instead of being a multiplier, has been used since 2018. The rationale is that an additive formula provides better control on the awards when each component, including the individual performance, is pre-weighted and capped. It ensures by design that the CIP awards remain within a pay-for-performance desired range. For all NEOs, the Corporation’s performance over the three CIP categories (financial + operational + HSS) accounts for 80% of the CIP award, while the remaining 20% is determined based on individual performance. CIP awards are capped at 2x target.

 

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2020 Management Proxy Circular

 

The nature of an executive’s role and responsibilities, or line of sight to performance, determines the weighting of the various performance metrics. The CIP targets, performance factors and respective weightings assigned by the Board for each NEO in 2019 were as follows:

 

Named Executive Officers	CIP Target (% of Base Salary)	Financial Performance	Operational Performance	HSS Performance	Individual Performance
Stephen J.J. Letwin CEO	125%	35%	35%	10%	20%
P. Gordon Stothart President & COO	85%	30%	40%	10%	20%
Carol Banducci EVP & CFO	75%	45%	30%	5%	20%
Jeffery Snow SVP, Legal	65%	45%	30%	5%	20%
Craig MacDougall SVP, Exploration	65%	25%	45%	10%	20%

 

CIP - 2019 Corporate Performance

 

All performance measures used to determine CIP awards for NEOs are as disclosed below. Some measures are not consistent with generally accepted accounting principles (“non-GAAP”) and a description of each non-GAAP measure is disclosed in the footnotes of the following chart. The HRCC believes that in the context of an annual incentive plan like the CIP, non- GAAP measures can provide a more exact picture of what constitutes performance. At the beginning of the year, a detailed definition is drafted for each measure and the HRCC approves all metric definitions along with their numeric targets. Forecast performance is presented to the HRCC at the end of each quarter. Final performance outcomes relative to the approved targets are calculated and presented at the end of the year to the HRCC for approval and may be subject to discretionary adjustment by the HRCC to ensure appropriate alignment of pay and performance.

 

Considering that a range of items impacted financial and operational performance (both positively and negatively) that were outside of management’s control, the HRCC exercised some discretion and determined that an overall financial score of 90% of target and an overall operational score of 75% of target fairly reflected the actual performance of the Corporation in 2019 under the CIP scorecard. The items, for example the impact of unauthorized mining at Rosebel, have been balanced and offset by some normalization of gold price to budget.

 

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2020 Management Proxy Circular

 

Performance Category	Performance Measures	Weight	Performance Range			2019 CIP Performance(1)	2019 Score
			Threshold	Target	Maximum
Financial Performance	Free Cash Flow per share(2)	60%	$0.02/share	$0.13/share	$0.24/share	$0.16/share	Above target
	AISC per ounce(3)	40%	$1,114/oz	$1,061/oz	$1,007/oz	$1,104/oz	Below target
Overall Financial Performance Score							90%
Operational Performance	Production(4)	40%	809,934 oz	834,984 oz	860,034 oz	812,189 oz	Below target
	Project Execution(5)	30%	Overall below expectation	On time/ on budget	Overall above expectation	103%	Above target
	Reserve Replacement(6)	15%	50%	100%	150%	-41%	Below threshold
	Additional Resources – Strategic Initiatives(7)	15%	1.5 M oz	2.0 M oz	2.5 M oz	2.6 M oz	Above maximum
Overall Operational Performance Score							75%
HSS Performance	Health & Safety(8) (9)	50%	DART of 0.85	DART of 0.63	DART of 0.55	DART of 0.51	Above maximum
	Sustainability(10)	50%	One level 5 community incident	No level 4 or 5 environment or community incident	Top 10 external sustainability ranking	No incident and multiple external recognitions	At maximum
	Overall Health, Safety and Sustainability						150%

 

(1)

Please refer to Appendix C for reconciliation of non-GAAP and GAAP measures.

(2)

Free Cash Flow is the cash flow generated from operations after tax, less annual capital expenditures required to sustain the business. It includes exploration expenditures, corporate general and administrative costs (“Corporate G&A”) and ongoing reclamation. This excludes amounts raised through equity and non-sustaining capital expenditures. For 2019 this is based upon actual gold prices and actual Free Cash Flow achieved. The number of shares used to set target is equivalent to the number of shares based on the diluted weighted average shares disclosed in the financial statements at the end of the previous year. Amounts indicated above are USD.

(3)

AISC includes cost of sales (excluding depreciation), Corporate G&A, by-product credits, accretion and amortization of closure liabilities, realized gains/losses from hedging and sustaining capital. It includes costs of joint ventures. This is then divided by the Corporation’s attributable ounces of gold sold by mine sites in commercial production to arrive at the AISC per ounce sold. Amounts indicated above are USD.

(4)

Production reflects the actual attributable production of gold relative to budgets/plan and includes all gold produced at operating mines and joint ventures.

(5)

At the beginning of each year, the HRCC approves the key projects and their performance indicators, and monitors the progress on a quarterly basis along with the other CIP metrics. Quarterly milestones are identified and evaluated at each quarter. Although this metric measures the success achieved in the year, the HRCC also has look back consideration to avoid potential biased carry forward of cost or any exceptional situation that would impact the result of this metric. The HRCC looks at a variety of indicators (e.g. capital expenses, schedule, specific milestones to achieve) to assess the execution of project and ultimately base their evaluation on “on time” and “on budget” execution.

(6)

Reserve replacement looks at reserve replacement at our operating mines and reserve conversions from resources resulting from evaluation studies at advanced greenfield projects (pre-feasibility or feasibility studies) and factors in cost optimization initiatives undertaken to achieve free cash flow targets.

(7)

This measure focuses on the successful addition of new resource ounces reported in a compliant mineral resource estimate that can be reported on the Corporation’s annual resource statement to provide a long-term project pipeline of development opportunities. It also considers delineation of additional resources at an existing operation to sustain long-term viability of the operation, exploration discovery leading to an estimate of an initial resource and any subsequent resource increases from ongoing delineation drilling programs, acquisition of a project for which a delineation drilling program commences with an objective to complete a resource estimate, and advancement of an advanced greenfield or development project by completing a preliminary economic assessment, pre-feasibility study or feasibility study which recommends proceeding to next stage. Reserve replacement under this metric is not also recognized under the Reserve Replacement metric.

(8)

Health & Safety is based on, among other related components, the severity and frequency of disabling incidents during the year. Safety is based on the Corporation’s current objective of a reduction in DART (frequency per 200,000 hours) for every mine pro-rated regionally and across the Corporation.

(9)

The Corporation suffered a Fatality at its Essakane operation in 2019.

(10)

The sustainability factor is based on the severity of incidents and other environmental accomplishments within the given year, recognition and awards received in the area of ESG as well as ranking received as a top sustainable company.

  

 

 

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2020 Management Proxy Circular

 

CIP – 2019 Individual Performance

 

NEOs’ individual performance is evaluated by the HRCC and CEO, taking into consideration the accomplishment of the functional goals established by the CEO and approved by the HRCC and an assessment of each executive’s performance in the areas of leadership, teamwork, innovation, general & administrative cost management, and other individual objectives for the year. Sustained improvement in business performance over prior years is a factor in assessing individual performance.

 

Individual performance counts for 20% of each NEO’s bonus with a range of 0 to 2 times. The CEO appraises each executive’s performance as described above and recommends to the HRCC for approval an individual performance value within 0x and 2x of the 20% baseline. The HRCC appraises the CEO’s individual performance on the same basis.

 

We emphasize that the individual performance component is designed as a means to reward execution and performance on matters “above and beyond” the regular duties expected of each executive position. The HRCC also ensures that items recognized in the individual performance score do not result in double counting in their interaction with other metrics. For example, superior performance in health and safety production or AISC are captured within the parameters of those metrics— they would not automatically result in an elevated individual performance.

 

Individual performance objectives for each executive in 2019 were approved in December 2018 by the HRCC and vary according to the particular position held by the executive. These individual performance objectives are outlined in the table below. As described above, only extraordinary performance above and beyond the expected results for each executive’s goals is relevant in evaluating individual performance.

 

Named Executive Officers	2019 Individual Performance Objectives	2019 Individual Performance Result
Stephen J.J. Letwin CEO	•  Execute our transformation agenda; continue gold district consolidation at Rosebel, begin production at Saramacca, Côté Gold construction decision, Essakane feasibility study refocused on mill optimization, continue activities leading to Westwood ramp up, Boto mining permit approved, Nelligan initial Resource; increase reserves & resources through (specific) exploration projects. •  Create value through M&A and divestitures. •  Achieve zero harm; DART of 0.63, TRI of 1.04, build a resilient security organization, no level 4 or 5 community or environment incidents. •  People: implement global succession planning framework and individual development plans for key talent, conduct in-depth analysis of retention data, robust employee relations strategy. •  Meet or exceed operating targets; production of 835,000 attributable ounces at AISC of $1,061/oz. •  Maintain optimal capital structure; financing options, banking/funding strategies, effective hedging strategies.	20%
P. Gordon Stothart President & COO	•  Remain vigilant to support socially responsible culture and to continually reduce injury rates: DART of 0.63, TRI of 1.04, continue implementation of new H&S system and revised behavior-based safety program at all sites. •  Operational excellence: targeting 1.2 to 1.3 million attributable ounces by 2022, 835,000 oz at $1,061/oz in 2019 with specific goals for each operating mine. •  Reduce AISC to position IAMGOLD in the 2nd quartile amongst peers, focus on project with AISC expected to be below industry median. •  Growth: grow and execute key activities in our current pipeline projects, mainly Côté Gold and Boto. •  People: promote long term career growth through leadership development programs and career planning, maintain turnover rate of high performers under 10%.	20%

 

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2020 Management Proxy Circular

 

Carol Banducci EVP & CFO	•  Support M&A and other strategic initiatives through evaluation, due diligence, transition and integration. •  Optimize capital structure to maintain strong balance sheet and liquidity to meet operational and strategic business plans. •  Support operational improvements and cost management initiatives. •  Ensure technology fits business needs and leverage existing platforms to drive process improvement (cyber security, enterprise resource planning system upgrade, automation of certain activities). •  Maintain strong governance, compliance, internal audit and risk management framework. •  Continue to build investor relations and communications internally and externally •  Develop and retain high potential talent.	20%
Jeffery Snow SVP, Legal	•  Review acquisition opportunities with the goal of executing an accretive transaction of a 100,000 oz producer; review at least 15 M&A projects. •  Work with the Board to achieve a substantial majority vote on all matters to go before shareholders at annual meeting. •  Achieve legal and corporate development goals identified for Saramacca, Côté Gold, Sadiola and others. •  Take leadership within the organisation to promote and uphold safety and zero harm practices.	25%
Craig MacDougall SVP, Exploration	•  Increase reserves to 14 million oz and maintain a minimum 12-year reserve base and establish resources at 2x reserves. •  Brownfield: Saramacca: +500,000 oz in total combined resources, execute Rosebel near mine project, Essakane: Gossey-Korizena targeting additional resources +250,000 oz, Tassiri target +200,000 oz, Westwood: multi-year drilling program to support ramp up and reserve base, Yorbeau-Rouyn target 400,000 oz. •  Development projects: execute on Boto and Côté Gold objectives. •  Greenfield: achieve drilling, testing and exploration targets mainly at Siribaya-Diakha, Pitangui, Nelligan, Monster Lake, Eastern Borosi.	23%

 

CIP - 2019 Individual Awards

 

The following chart illustrates the calculation of the CIP award for each NEO, based on 2019 performance. Similar to prior year, all CIP payouts are below target based on the performance of the Corporation and aligned with the experience of shareholders. These awards are representative of the Corporation’s performance in 2019 as well as each executive’s personal achievements in the year.

 

		Performance
	CIP Target (% of Base Salary)	Corporate (80%)	Individual (20%)	CIP Earned for 2019	Award as a % of Target
Stephen J.J. Letwin CEO	125%	0.73	0.20	$1,072,422	93%
P. Gordon Stothart President & COO	85%	0.72	0.20	$430,100	92%
Carol Banducci EVP & CFO	75%	0.71	0.20	$322,406	91%
Jeffery Snow SVP, Legal	65%	0.71	0.25	$279,338	96%
Craig MacDougall SVP, Exploration	65%	0.71	0.23	$275,681	94%

 

	IAMGOLD | 34

 

 

2020 Management Proxy Circular

 

Equity Incentive Plan (EIP)

 

The EIP is our annual long-term share-based incentive program and its objective is to incentivize, motivate and reward performance in a way that is aligned with the creation of long-term shareholder value, in addition to value for all the Corporation’s stakeholders.

 

Changes to the EIP in 2019

 

In Q1 2019, the HRCC approved significant changes to the EIP:

 

•

modification of the EIP grant methodology, and

 

•

addition of post-grant performance vesting conditions for share-based awards as part of the equity mix.

 

These changes are explained further below.

 

EIP Grant Value:

 

For the 2019 grant, NEOs’ EIP grant value was based on a percentage of base salary, with a range of 80% to 120% the target grant value. The percentages were established by analyzing historical values of EIP granted to the executives in high and low-performance years, as well as amounts granted by our peers to their NEOs. The HRCC believes that these percentages are fair and well-aligned with the Corporation’s executive compensation principles and objectives.

 

Named Executive Officers	Threshold 80%	Target Value % of Base Salary	Maximum 120%
Stephen J.J. Letwin	192%	240%	288%
P. Gordon Stothart	128%	160%	192%
Carol Banducci	116%	145%	174%
Jeffrey Snow	100%	125%	150%
Craig MacDougall	100%	125%	150%

 

The HRCC considers the performance factors enumerated hereafter in establishing specific individual grant values within the potential range. The EIP grant value is performance-based and depends on both the Corporation’s and the executive’s performance. In establishing the specific grant value within the potential range, consideration is given to the trending of key performance metrics for the year and for the prior three-year period, in addition to the shareholder experience and management’s ability to perform in the given economic climate. The HRCC also considers current share price, equity valuations, share ownership levels and total equity granted as a percentage of the outstanding Common Shares of the Corporation. Actual awards are determined by the HRCC following completion of the financial year, once audited corporate results are available and individual performance is assessed. The chart below illustrates the 2019 decision-making process and decision factors to determine the individual EIP awards.

 

 

 

	Performance-Based Grant Value Determined by:
	•  Each NEO’s Individual performance as established under the CIP	•   Shareholders’ experience
		•  Share dilution, outstanding shares
	•  Current and 3-year lookback Corporation’s performance
		•  Share ownership considerations
	•  Pay-for-Performance alignment

 

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2020 Management Proxy Circular

 

2019 EIP Grants

 

The table below shows the 2019 potential and actual EIP grant values (granted in Q1 2020). The 2019 individual values are on average at 84% of target. This is representative of each NEO’s performance in 2019 and the conclusion on each factor considered by the HRCC in establishing the EIP grant values.

 

In valuing the quantity of awarded shares, the Committee based its calculations on the weighted average closing IMG share price on the 20 consecutive trading days prior to the IMG Board of Directors meeting on February 19. This was done in order to prevent the recipients of awards from unduly benefitting from market reaction to certain announcements released after the Board meeting and from market reactions to the COVID-19 virus.

 

Named Executive Officers	Target EIP Grant	Actual 2019 EIP Grant(1)	As a Percentage of Target Value (80% to 120%)
Stephen J.J. Letwin CEO	$2,220,000	$1,815,000	82%
P. Gordon Stothart President & COO	$880,000	$752,400	86%
Carol Banducci EVP & CFO	$688,750	$580,800	84%
Jeffery Snow SVP, Legal	$562,500	$468,600	83%
Craig MacDougall SVP, Exploration	$562,500	$475,200	84%

 

(1)

Grant value is calculated using $3.30, which was the Corporation’s closing share price on the TSX on the grant date of March 27, 2020

 

 

Performance-Vested Share Units

 

At the beginning of 2019, after in-depth analysis and consideration of the feedback received from the Corporation’s shareholders with respect to pay-for-performance alignment, the HRCC added performance-vested share units to the EIP mix. The objective of such changes is to introduce a straightforward element of performance to our long-term incentive program so that a larger part of the executives’ compensation be closely tied with the shareholder experience. These performance-vested share units are full value units awarded under the terms of the existing Share Incentive Plan.

 

As a result, for the 2019 grant, half of the grant was in the form of performance-vesting share units. These units vest conditional on the degree of achievement of targets related to relative total shareholder return and average return on invested capital over a three-year period, with the potential for the number of units granted to be increased (up to 1.5x target) if the Corporation outperforms its performance targets, or decreased (to as low as 0x target) if performance targets are not met. Depending on performance, such performance-vesting share units vest after 36 months and are settled in Common Shares.

 

Performance-Vested Share Units – Performance vesting

 

As described above, half of performance-vesting share units will vest after 36 months in accordance with two pre-determined performance conditions: relative TSR (weighted at 75%) and average ROIC (weighted at 25%):

 

•

Relative Total Shareholder Return (75%): If the Corporation’s TSR over the performance period is at the 25th, 50th, or 75th percentile relative to the S&P/TSX Global Gold Index, then the score for this category will be 25%, 100% (target) or 150% (maximum), respectively; scores between such percentiles are calculated on a linear basis. If the Corporation’s relative TSR is below the 25th percentile, the score will be zero. TSR (share price appreciation plus dividends) will be measured based on the volume-weighted average share price for the month of December. If the Corporation’s TSR outperforms the index but is negative, the category score will default to 100% (target).

 

•

Average Return on Invested Capital (25%): This metric measures the three-year average return generated by capital invested at our operating mines. Average ROIC is measured by dividing Adjusted EBITDA by average Invested Capital. Adjusted EBITDA equals Adjusted Earnings before interest, taxes and depreciation. The adjustments to EBITDA will be similar to those included in Adjusted Earnings disclosed in the MD&A. The average Invested Capital includes equity, non-controlling interests and debt, and excludes cash and short-term investments as well as assets not subject to depreciation. The HRCC will consider the impact of major improvements or deterioration in the price of gold and its impact when approving final score.

 

	IAMGOLD | 36

 

 

2020 Management Proxy Circular

 

Performance Vested Share Units – Cliff vesting

 

The other half of the 2019 EIP grant cliff-vest after 36 months and is settled in shares. As part of the Share Incentive Plan, the Deferred Share Plan provides for the grants of performance-vested share units that vest based on the passage of time. The value and number of such units granted is determined based on a multi-factor assessment of performance with the intention of aligning total compensation with shareholder experience.

 

No Options granted in the 2019 EIP grant

 

Although share options are part of the Corporation’s Share Incentive Plan effective in 2019, the HRCC has decided to concentrate the 2019 EIP grant on performance-based compensation for the reasons explained above. Consequently, no options were granted as part of the 2019 EIP grant.

 

For 2019, the attributed value of EIP grants was below target grant values and consequently in line with the Corporation’s performance in 2019, which was a challenging year for the Corporation. The Corporation’s performance fell short of expectations on key elements while, at the same time, in 2019 the Corporation accomplished important achievements at its three operating mines and in Exploration. With a 1- and 3-year negative TSR at the end of 2019, the HRCC opted for a conservative approach in allocating the 2019 EIP grants and decided to grant a smaller amount of performance units than in previous years and excluded share options from the 2019 grants. The number of units was determined using $3.93 which is the weighted average closing share price of the Corporation on the 20 consecutive trading days prior to the Board of Directors meeting of February 19, 2020. The market value of the grant is calculated using $3.30 which was the Corporation’s closing share price on the TSX on the grant date of March 27, 2020.

 

Named Executive Officers	2019 EIP Grant Value $	2019 Share Based Awards (performance-vesting)		2019 Share Based Awards (cliff-vesting)
		$	#	$	#
Stephen J.J. Letwin CEO	$1,815,000	$907,500	275,000	$907,500	275,000
P. Gordon Stothart President & COO	$752,400	$376,200	114,000	$376,200	114,000
Carol Banducci EVP & CFO	$580,800	$290,400	88,000	$290,400	88,000
Jeffery Snow SVP, Legal	$468,600	$234,300	71,000	$234,300	71,000
Craig MacDougall SVP, Exploration	$475,200	$237,600	72,000	$237,600	72,000

 

Historical burn rates are showed in a table on page 52.

 

Gain Realized:

 

No NEO exercised options during 2019.

 

	IAMGOLD | 37

 

2020 Management Proxy Circular

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

The table below provides information as of December 31, 2019 regarding compensation plans under which equity securities of the Corporation are authorized for issuance. Each of the equity compensation plans listed in the table below are described on pages 35 to 37.

 

Equity Compensation Plans Approved by Security holders(1)	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights (CA$)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities in first column)	Weighted Average Remaining Term
Share Option Plan	7,486,326	$5.11	3,887,700	3.39
Deferred Share Plan	5,277,790	$0	3,892,982	n/a
Share Purchase Plan	–	$0	86,307	n/a

(1)   All of the Corporation’s equity compensation plans have been approved by the Corporation’s shareholders

  

CEO’S COMPENSATION FOR 2019

 

Stephen J.J. Letwin was appointed President & CEO of IAMGOLD Corporation on November 1, 2010. Guided by a vision that is aligned with the interests of shareholders, Mr. Letwin in 2019 led in a year of significant challenges including realigning Westwood to suit its operating levels, working with our local stakeholders at Rosebel to address unauthorized mining and ensuring the safety of our team at Essakane. Nevertheless, IAMGOLD maintained its strong balance sheet and pipeline of growth projects in 2019 and achieved a record year on its health & safety metrics.

 

2019 Key Accomplishments under the CEO’s Leadership:

 

●

Achieved annual (attributable) gold production of 762,000 ounces at all-in sustaining costs of USD $1,124 per ounce sold.

 

●

Maintained a strong balance sheet with USD $864.8 million in cash, cash equivalents and short-term investments at December 31, 2019. Net cash from operating activities including discontinued operations was USD $363 million, up USD $171.9 million from the prior year.

 

●

The 2019 exploration program delivered exceptional results once again this year (highlights on page 19).

 

●

Total attributable inferred resources increased by 38% primarily as a result of the declaration of an initial mineral resource estimate for the Nelligan gold project in Canada.

 

●

IAMGOLD was awarded the Discovery of the Year at the Mining Exploration Association of Québec’s Xplor 2019 Awards Gala for the Nelligan Gold project.

 

●

Moody’s Investor Services released its second assessment of corporate governance for the metals and mining sector in 2019, wherein IAMGOLD achieved the highest score (GA-1).

 

●

Achieved a DART rate of 0.51, representing the frequency of all types of serious injuries across all sites and functional areas for 2019, below the Corporation’s target of 0.63. Zero Harm remains the Corporation’s number one priority, and the Corporation is implementing several initiatives, including a behaviour-based safety program, to ensure a safer work environment.

 

●

One of the 2019 Top 50 Sustainable Companies in Canada by Corporate Knights.

 

 

IAMGOLD | 38

2020 Management Proxy Circular

 

2019 Total Direct Compensation

 

Base Salary	2019 CIP Award	2019 EIP Grant	2019 Total Direct Compensation
$925,000	$1,072,422	$1,815,000	$3,812,422

 

In 2019, Mr. Letwin’s base salary represented 24% of his total direct compensation, therefore, 76% of his total direct compensation was “at risk” compensation.

 

The HRCC periodically monitors the CEO’s compensation in relation to the value created for the shareholders, the Corporation’s performance over the most recently completed financial year and for the 3-5 previous years, as well as the CEO’s compensation in relation to the compensation of the other CEOs amongst our peer group. The CEO’s 2019 total direct compensation is 11% lower than in 2018 and has steadily decreased for the past 3
years. The decisions made by the HRCC in regards to the (retired) CEO’s compensation continue to be aligned with the Corporation’s performance and take into account both the positive milestones achieved and the missed performance targets.   Pay-for-Performance Alignment   This chart illustrates the pay-for-performance relationship between CEO’s compensation and TSR, for all companies in IAMGOLD’s Peer Group (grey diamonds in the chart), over a 3-year period (2017 – 2019). IAMGOLD’s 3-year annualized TSR shows up at the 36th percentile amongst its peers, while the CEO’s total compensation over that same time period is positioned at the 55th percentile. As the Corporation’s 3-year TSR percentile rank declined vs prior year, so did the Corporation CEO’s total compensation percentile rank, illustrating that the HRCC and the Board align their compensation decisions with multi-year company performance.

 

Total Change in the CEO’s EIP Compensation Value since Grant Date

 

The chart below illustrates that the CEO’S EIP value since grant dates varied in a similar pattern as the Corporation’s share price over the same period. This means that the CEO’s equity incentive value is aligned with the shareholders’ experience over rolling periods of time, up to December 31, 2019. Change in “EIP compensation” is calculated as the total value at December 31, 2019 of all paid, exercised and outstanding equity (RSU and option) awards granted in each year, as a percentage of the value of these awards on their respective dates of grant.

 

The start of each period is based on the actual EIP grant for each respective year. The CEO’s EIP compensation value is the sum of: (a) vested equity on the date of settlement, (b) current value of unvested equity awards, and (c) “in-the- money” value of outstanding options.

 

 

IAMGOLD | 39

2020 Management Proxy Circular

 

Variation of EIP Value and Share Price Since Grant Date

 

 

 

CEO’s Five-Year Look Back Compensation

 

The graph below compares the CEO’s total direct compensation (salary + CIP + EIP) granted and reported in the Summary Compensation Table, relative to compensation actually earned and realized for the same five-year period. Realized compensation is the total of base salary, CIP awards received and vested RSUs only, as the CEO did not exercise any options in this period.

 

Grant Date vs. Realized Total Direct Compensation

 

 

 

IAMGOLD | 40

2020 Management Proxy Circular

 

Share Ownership

 

Mr. Letwin surpassed his share ownership requirements and did not sell a share during his tenure with the Corporation. On December 31, 2019, his accumulated equity was as indicated below:

 

Outstanding Share Units(1)		Common Shares		Total Value $	Share Ownership Requirement $
#	$	#	$
790,200	3,832,470	821,775	3,985,609	7,818,079 (8.5x salary)	2,775,000 (3x salary)

 

(1) At the closing price of $4.85 on December 31, 2019. Includes only Common Shares and eligible share units.

 

SUMMARY COMPENSATION TABLE

 

The following table sets out total compensation for the NEOs in the most recently completed financial year as well as the two previous financial years.

 

Named Executive Officers(1)	Year	Salary ($)	Share-based Awards(2) ($)	Option-based Awards(3) ($)	Annual Incentive Plans(4) ($)	Long-term Incentive Plans ($)	Pension Value(5) ($)	All Other Comp.(6) ($)	Total Comp. ($)
Stephen J.J. Letwin CEO	2019 2018 2017	925,000 925,000 900,000	1,815,000 1,182,500 1,474,900	0 1,138,500 814,850	1,072,422 1,025,000 1,800,000	– – –	27,230 26,500 26,230	321,652 295,522 298,621	4,161,304 4,593,022 5,314,601
P. Gordon Stothart President & COO	2019 2018 2017	550,000 550,000 550,000	752,400 425,700 602,308	0 430,100 601,852	430,100 400,000 790,000	– – –	26,500 26,230 26,230	57,460 48,518 45,285	1,816,460 1,880,546 2,615,675
Carol Banducci EVP & CFO	2019 2018 2017	475,000 475,000 463,000	580,800 331,100 445,900	0 316,250 445,704	322,406 320,000 640,000	– – –	23,041 22,618 22,633	50,389 48,725 45,588	1,451,636 1,513,693 2,062,825
Jeffery Snow SVP, Legal	2019 2018 2017	450,000 430,000 420,000	468,600 236,500 334,768	0 253,000 334,278	279,338 250,000 532,000	– – –	23,439 22,702 22,195	46,379 37,798 38,851	1,267,756 1,230,000 1,682,091
Craig MacDougall SVP, Exploration	2019 2018 2017	450,000 450,000 378,000	475,200 283,800 323,106	0 303,600 323,287	275,681 290,000 500,000	– – –	15,560 15,143 14,989	35,939 37,328 24,821	1,252,380 1,379,871 1,564,203

 

(1)

All NEOs receive their compensation in Canadian dollars.

(2)

Represents the total market value of PSUs and RSUs on grant date. The HRCC grant decisions were based on granting a dollar value and then corresponding number of units. In 2019, the number of units was determined using $3.93 which is the 20-day weighted average prior to February 19, 2020. For both PSUs and RSUs, the value of the units granted is determined by multiplying the number of units by the fair value which is the closing price of an IAMGOLD share on the TSX on the date of the grant. For 2019, the grant date was March 27, 2020 and the fair value was $3.30. Prior to 2019, share-based awards granted were RSUs only. For 2018, the grant date was February 25, 2019 and the fair value was $4.73. For 2017, the grant date was February 26, 2018 and the fair value was $6.86.

(3)

Represents the option value granted to the executives. The Black-Scholes model is used to calculate the value of the options. No options were granted for 2019. The 2018 grant value was calculated using the Black-Scholes model and the following assumptions: volatility – 62.40%, dividend yield – 0%, interest rate – 1.81%, expected life – 5 years and exercise price $4.74 based on IAMGOLD’s closing price on the TSX the trade day preceding the date of grant (February 22, 2019) and a fair value of $2.53. The 2017 grant value was calculated using the Black-Scholes model and the following assumptions: volatility: 64.73%, dividend yield: 0%, interest rate: 2.03%, expected life: five years, and exercise price of $6.86 based on IAMGOLD’s closing price on the TSX on the date of grant (February 26, 2018) and a fair value of $3.79.

(4)

Represents the CIP bonuses paid to the NEOs for 2019. Bonuses were calculated and awarded as per described in the CIP section above. The CIP bonuses were paid to the NEOs on February 27, 2020.

(5)

Represents the employer contributions to the defined contribution pension plan.

(6)

Includes employer contributions to the Share Purchase Plan, additional disability insurance premium available exclusively to the NEOs and perquisites. For Mr. Letwin, employer’s contributions to the Share Purchase Plan were $36,022 and his housing allowance including a tax gross-up was $202,444.

 

 

IAMGOLD | 41