Exhibit 99.1

2022 Management Proxy Circular

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the “Meeting”) of the holders of common shares (each, a “Shareholder”) in the capital of IAMGOLD Corporation (the “Corporation” or “IAMGOLD”) will be held virtually at https://meetnow.global/ MUL56PJ, subject to any adjournments or postponements thereof, for the following purposes:

 

•

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, 2021 and the report of the auditor thereon;

 

•

to elect directors of the Corporation for the ensuing year;

 

•

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

 

•

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

 

•

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 29, 2022 are entitled to receive notice of, and vote at, the Meeting and any adjournment or postponement thereof.

The Corporation has been carefully monitoring the ongoing COVID-19 pandemic 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 takes this responsibility seriously. This year, out of an abundance of caution, to proactively deal with the public health impact of the ongoing 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 the accompanying management information circular, you will find important and detailed instructions about how to participate at the Meeting.

Any Shareholder whose name appears on the register of shareholders of the Corporation (a “Registered Shareholder”) or duly appointed proxyholders of a Registered Shareholder will be able to attend, participate and vote at the virtual Meeting. Shareholders whose Common 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 behalf of such Shareholder (each, a “Non-Registered Shareholder”) and who have not arranged for due appointment of themselves as proxyholder will not be able to attend, participate or vote at the Meeting. Without an Invite Code, duly appointed 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 duly appointed proxyholder with an Invite Code via email.

 

 

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2022 Management Proxy Circular

 

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 4:00 p.m. (EDT) on April 29, 2022 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 the deposit of proxies may be waived by the Chair, at her discretion, and without notice. Non-Registered Shareholders who wish to vote on any matter before the Meeting should contact the applicable intermediary in whose name their Common Shares are registered and carefully follow the instructions of such intermediary or its service company regarding how to vote, including when and where their voting instruction form or form of proxy is to be delivered.

DATED at Toronto, Ontario, this 6th day of April, 2022.

BY ORDER OF THE BOARD

 

 

Daniella Dimitrov

President and Chief Financial Officer

and Interim Chief Executive Officer

 

 

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Exhibit 99.2

 

IAMGOLD(R) CORPORATION MANAGEMENT INFORMATION CIRCULAR In connection with the Annual Meeting of Shareholders on May 3, 2022 April 6, 2022

2022 Management Proxy Circular

 

 

 

 

2022 Management Proxy Circular

 

MESSAGE FROM THE CHAIR OF THE BOARD OF DIRECTORS

 

					April 6, 2022   Dear Shareholders,   On behalf of the Board of Directors and management of IAMGOLD Corporation, I would like to invite you to attend the annual meeting of shareholders that will held on Tuesday, May 3, 2022, at 4:00 p.m. (EDT). The annual meeting will be held in virtual format, conducted via live audio webcast, as set out in further detail in the accompanying notice and management information circular.   The enclosed management information circular contains important information about the annual meeting and the business to be conducted, including voting, the individuals nominated to serve as directors, our corporate governance practices and how we compensate our executives and directors. It also describes the Board’s role and responsibilities.

IAMGOLD is at an exciting inflection point as the company transitions towards being a leading high-margin gold producer with the development of Côté Gold and optimization of its operations in West Africa and the Americas. This transformation extends to the leadership of the Corporation, starting at the Board level, which has seen significant renewal over the last 18 months. The reconstituted Board provides the experience, perspective, and strategic insights to fulfill its responsibilities to our shareholders, stakeholders, and management team to build value responsibly in the business.

Your participation in the affairs of the Corporation is important to us. We encourage you to exercise your vote, either online at the meeting, by completing and returning your proxy form by telephone or online in advance of the meeting.

We hope you can join us via the webcast on May 3, 2022.

Sincerely,

Maryse Bélanger

Chair of the Board

 

 

 

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2022 Management Proxy Circular

 

GLOSSARY

AFC means the Audit and Finance Committee of the Board.

AIF means the annual information form of the Corporation dated February 24, 2022.

AISC means all-in sustaining costs. 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. 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. See Appendix “C” (Use of Non-GAAP Financial Measures) to this Circular for additional details.

Board means the Board of Directors of the Corporation.

CD&A means the Compensation Discussion and Analysis contained in this Circular.

CEO means the Chief Executive Officer of the Corporation.

CFO means the Chief Financial Officer of the Corporation.

Chair means the Chair of the Board.

CIM means the Canadian Institute of Mining, Metallurgy and Petroleum.

CIP means the Cash Incentive Plan of the Corporation.

Circular means this management information circular.

Code means the Code of Business Conduct and Ethics of the Corporation.

Common Share means a common share in the capital of the Corporation.

Corporate G&A means corporate general and administration costs.

Corporation or IAMGOLD means IAMGOLD Corporation.

CPRC means the Côté Project Review Committee of the Board.

CSA means the Canadian Securities Administrators.

DEI means diversity, equity and inclusion.

Designated Groups means women, aboriginal peoples, persons with disabilities, and members of visible minorities all as defined under the Employment Equity Act (Canada).

EBIT means earnings before interest and taxes.

EBITDA means earnings before interest, taxes, depreciation and amortization.

EDGAR means the Electronic Data Gathering, Analysis and Retrieval System of the SEC.

EIP means the Equity Incentive Plan of the Corporation.

ELT means the executive leadership team of the Corporation, including the CEO, CFO, and other senior members of management of the Corporation.

Employment Agreements means the executive employment agreements entered into by the Corporation and each of the NEOs.

ESG means environmental, social and governance.

EVP means an Executive Vice President of the Corporation.

Executive means a member of the ELT.

FCF means free cash flow. FCF is the cash flow generated from Corporate G&A and financing costs. See Appendix “C” (Use of Non-GAAP Financial Measures) to this Circular for additional details.

GAAP means generally accepted accounting principles.

GL means Glass Lewis & Co.

HRCC means the Human Resources and Compensation Committee of the Board.

 

 

 

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2022 Management Proxy Circular

 

IFRS means International Financial Reporting Standards.

ISS means Institutional Shareholder Services Inc.

MAC means the Mining Association of Canada.

Meeting Materials means the Notice of Meeting, the Circular and the form of proxy or VIF.

Meeting means the annual meeting of Shareholders of the Corporation to be held on May 3, 2022 (including any adjournment or postponement thereof).

NCGC means the Nominating and Corporate Governance Committee of the Board.

NEO means a Named Executive Officer.

Non-Registered Shareholder means a Shareholder with Common Shares 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 behalf of such Shareholder.

Notice of Meeting means the notice of the Meeting.

NYSE means the New York Stock Exchange.

Peer Group means the group of companies that are similar in size, scope and complexity and are considered to be competitors for executive talent.

PSU means performance share unit.

Registered Shareholder means a Shareholder whose name appears on the register of shareholders of the Corporation.

ROIC means return on investment capital.

RRC means the Reserves and Resources Committee of the Board.

RSU means restricted share unit.

SC means the Sustainability Committee of the Board.

SEC means the U.S. Securities and Exchange Commission.

Securities Act means the Securities Act (Ontario), as amended from time to time.

SEDAR means the System for Electronic Document Analysis and Retrieval of the CSA.

SEDI means the System for Electronic Disclosure by Insiders of the CSA.

Shareholder means a holder of one or more Common Shares.

SVP means a Senior Vice President of the Corporation.

TCFD means Taskforce on Climate-related Financial Disclosures.

TSM means the Towards Sustainable Mining framework of the MAC.

TSR means total shareholder return.

TSX means the Toronto Stock Exchange.

VIF or Voting Instruction Form means a voting instruction form.

VP means a Vice President of the Corporation.

WGC means the World Gold Council.

Willis means Willis Canada Inc.

WTW means Willis Towers Watson.

 

 

 

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2022 Management Proxy Circular

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the “Meeting”) of the holders of common shares (each, a “Shareholder”) in the capital of IAMGOLD Corporation (the “Corporation” or “IAMGOLD”) will be held virtually at https://meetnow.global/ MUL56PJ, subject to any adjournments or postponements thereof, for the following purposes:

 

•

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, 2021 and the report of the auditor thereon;

 

•

to elect directors of the Corporation for the ensuing year;

 

•

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

 

•

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

 

•

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 29, 2022 are entitled to receive notice of, and vote at, the Meeting and any adjournment or postponement thereof.

The Corporation has been carefully monitoring the ongoing COVID-19 pandemic 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 takes this responsibility seriously. This year, out of an abundance of caution, to proactively deal with the public health impact of the ongoing 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 the accompanying management information circular, you will find important and detailed instructions about how to participate at the Meeting.

Any Shareholder whose name appears on the register of shareholders of the Corporation (a “Registered Shareholder”) or duly appointed proxyholders of a Registered Shareholder will be able to attend, participate and vote at the virtual Meeting. Shareholders whose Common 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 behalf of such Shareholder (each, a “Non-Registered Shareholder”) and who have not arranged for due appointment of themselves as proxyholder will not be able to attend, participate or vote at the Meeting. Without an Invite Code, duly appointed 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 duly appointed proxyholder with an Invite Code via email.

 

 

 

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2022 Management Proxy Circular

 

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 4:00 p.m. (EDT) on April 29, 2022 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 the deposit of proxies may be waived by the Chair, at her discretion, and without notice. Non-Registered Shareholders who wish to vote on any matter before the Meeting should contact the applicable intermediary in whose name their Common Shares are registered and carefully follow the instructions of such intermediary or its service company regarding how to vote, including when and where their voting instruction form or form of proxy is to be delivered.

DATED at Toronto, Ontario, this 6th day of April, 2022.

BY ORDER OF THE BOARD

 

 

Daniella Dimitrov

President and Chief Financial Officer

and Interim Chief Executive Officer

 

 

 

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2022 Management Proxy 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 holders (“Shareholders”) of common shares (the “Common Shares”) 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://meetnow.global/MUL56PJ, on Tuesday, May 3, 2022 at 4:00 p.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 on 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 issuer profile on SEDAR at www.SEDAR.com and EDGAR at www.SEC.gov.

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, electronically 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. The Corporation has also retained Morrow Sodali (“Morrow”) as its strategic advisor and proxy solicitation agent to assist in the solicitation of proxies in connection with the Meeting. Morrow will receive a fee of approximately $75,000 for proxy solicitation and governance advisory services in addition to certain out-of-pocket expenses. The Corporation is not sending proxy-related materials directly to beneficial owners of Common Shares. The Corporation will reimburse brokers and nominees for their reasonable expenses in forwarding proxies and accompanying materials to beneficial owners of 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. Shareholders 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 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 4:00 p.m. (EDT) on April 29, 2022 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 Common 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.

 

 

 

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2022 Management Proxy Circular

 

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.

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:

 

•

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

 

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in the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, or 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 a 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:

 

•

be given a voting instruction form (a “VIF”) 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 VIF by telephone, facsimile or over the internet is permitted); or

 

•

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, by the proxy deadline.

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 VIF 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 VIF, 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 proxy or VIF 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.

 

 

 

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2022 Management Proxy Circular

 

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 registering 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 4-character Invite Code to virtually attend, participate or vote at the Meeting.

 

•

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 form of 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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Step 2: Register your proxyholder

To register a proxyholder, Shareholders, MUST visit www.computershare.com/IAMGOLD by 4:00 p.m. (EDT) on April 29, 2022 (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 Trust Company of Canada with the required proxyholder contact information, so that Computershare Trust Company of Canada may provide the proxyholder with a 4-character Invite Code via email. Without an Invite Code, 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 the heading “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, by 4:00 p.m. (EDT) on April 29, 2022 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays).

Attending and Participating at the Meeting

The Corporation 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://meetnow.global/MUL56PJ. Such persons may then enter the Meeting by clicking “Shareholder” and entering a 15-digit Control Number before the start of the Meeting:

 

•

Registered Shareholders: The 15-digit Control Number located on the form of proxy is required for Registered Shareholders to access, participate and vote at the Meeting. 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.

 

 

 

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2022 Management Proxy Circular

 

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Duly appointed proxyholders: Computershare Trust Company of Canada will provide duly appointed proxyholders, including Non-Registered Shareholders that have appointed themselves as their proxyholder, with a 4-character Invite Code by e-mail after the proxy cut-off deadline has passed.

 

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United States Beneficial Shareholders: To attend and vote at the Meeting, United States Beneficial Shareholders must first obtain a valid form of proxy from their broker, bank or other agent and then register in advance to attend the Meeting. Such Shareholders should follow the instructions provided by their broker or bank included with the valid form of proxy or contact such broker or bank to request a valid form of proxy. After obtaining a valid form of proxy from a broker, bank or other agent, United States Beneficial Shareholders must submit a copy of their valid form of Proxy to Computershare in order to register to attend the Meeting. Requests for registration should be sent:

 

By mail or email to: COMPUTERSHARE 100 UNIVERSITY AVENUE 8TH FLOOR TORONTO, ON M5J 2Y1		Email: USLegalProxy@computershare.com

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.

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.

At the Meeting, questions and motions can be submitted by any Registered Shareholder or duly appointed proxyholder, including Non-Registered Shareholders that have appointed themselves as proxyholder, using the instant messaging service on the Meeting’s virtual interface. Guests cannot submit questions or make motions. Once received, the Chair, or another member of the management or Board present at the Meeting, will read your question or motion out loud to the Meeting.

If you have questions regarding your ability to participate at the Meeting or would like assistance in the event you encounter difficulties during the registration process or while accessing and attending the Meeting, please contact Computershare at 1-888-724-2416 (local) or (781) 575-2748 (International).

REVOCATION OF PROXIES

Registered Shareholders who revoke their proxy and do not replace it with another that is deposited with us before the proxy cut- off deadline, can still vote their Common Shares, but to do so they 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 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.

Registered Shareholders who use their control number to login to the Meeting and accept the terms and conditions thereof will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Meeting. Shareholders who have already voted by proxy and vote again during the online ballot during the Meeting will thereby revoke their previously submitted proxy. Shareholders who do not wish to revoke their previously submitted proxy should 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.

 

 

 

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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 Shareholders. As at the close of business on March 29, 2022, there were 478,882,984 Common Shares outstanding. The presence of two or more persons entitled to vote at the Meeting, either as Shareholders or proxy holders, and holding or representing not less than 10% of the issued and outstanding 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 29, 2022 as the record date for the determination of those holders of Common Shares entitled to receive notice of the Meeting and to vote at the Meeting including at all adjournments or postponements thereof.

OWNERSHIP OF SECURITIES OF THE CORPORATION

As of March 29, 2022, to the knowledge of the directors and officers of the Corporation, and according to securities regulatory filings of which the Corporation has notice, no person or company, beneficially owned, 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. The average annual exchange rate for 2021 reported by the Bank of Canada of CAD$1.00 = US$0.7980 was used, unless otherwise noted.

BUSINESS OF THE MEETING

ELECTION OF DIRECTORS

Shareholders will be asked to elect eight (8) directors: (i) Ian Ashby; (ii) Maryse Bélanger; (iii) Ann Masse; (iv) Peter O’Hagan; (v) Kevin O’Kane; (vi) David Smith; (vii) Deborah Starkman; and (viii) Anne Marie Toutant. 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. See “Board of Directors”.

The board of directors of the Corporation (the “Board”) recommends that Shareholders vote FOR the election of each of the nominees set out in this Circular. 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 this Circular.

With respect to 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 set out in this Circular. Under the terms of the majority voting policy, subject to the specific provisions thereof, a nominee must receive more votes for his or her election than are withheld in order to be elected as a director of the Corporation. Any nominee receiving fewer votes for his or her election than are withheld will be expected to tender their resignation as a director.

 

 

 

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Further information about certain of the nominees for election as directors of the Corporation may be found in the annual information form (“AIF”) of the Corporation dated February 24, 2022, under the heading “Item VII – Directors and Officers” which has been filed on the Corporation’s issuer profile 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 Corporation’s issuer profile on the system for Electronic Data-Gathering, Analysis and Retrieval (“EDGAR”), at www.sec.gov. A copy of the AIF is available, free of charge, to any Shareholder upon request to the Secretary of the Corporation at: corporatesecretary@iamgold.com.

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 29, 2022.

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 all of the management nominees. The elected directors will hold office until the close of the next annual meeting of Shareholders, unless his or her office is earlier vacated or until his or her successor is appointed or elected.

SUMMARY OF BOARD COMPOSITION

The Board, collectively, possesses skills and experience in the following areas, the majority having significant mining experience. The Board will be comprised of 50% female directors and 100% of the Board is comprised of independent directors. The Board’s membership has been substantially refreshed in recent years, with all directors nominated for election at the Meeting having joined the Board in the time since December 2020.

 

 

Mine Operations/Mine Engineering/Mineral ExplorationExecutive Leadership/Strategic PlanningCorporate Finance/Accounting & Audit/Risk OversightMergers & AcquisitionMarketing/Communications/Investor RelationsInformation TechnologyCyber SecurityCorporate GovernanceLegal/Compliance/RegulatoryHuman Resources Management/CompensationProject DevelopmentEnvironment/Health/Safety/Corporate Social ResponsibilityGovernment/International Relations

RE-APPOINTMENT OF AUDITOR

KPMG LLP is the Corporation’s 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.

 

 

 

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

 

Amount in USD		2021					2020
Audit Fees(1)		2,012,000					1,808,000
Audit-Related Fees(2)		13,000					120,000
Tax Fees(3)		50,000					12,000
Other Fees(4)		78,000					83,000
Total - USD		2,153,000					2,023,000

 

(1)  2021 Audit Fees include the statutory audits, as well as out of pocket costs such as reimbursement costs, technology and support charges or administrative charges incurred in connection with providing the professional services.   (2)  2021 audit-related fees related to the audit of the Québec Pension Plan.   (3)  2021 professional tax services related to tax compliance tax services.   (4)  During 2021, the other fees represent the Conflict Fee Gold Assurance report and the audit report submitted to Natural Resources Canada pursuant to the requirements of the Extractive Sector Transparency Measures Act (ESTMA).

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 that, on an advisory basis and not to diminish the role and responsibilities of the board of directors, the shareholders accept the approach to executive compensation disclosed in the management information circular of IAMGOLD Corporation dated April 6, 2022.

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.

See Appendix “B” to this Circular for the voting results at the annual meeting of Shareholders held on May 4, 2021 on the matters comprising the business of the Meeting, as applicable. A simple majority of votes cast for, or in favour of, a matter will constitute approval of that matter.

 

 

 

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COLLABORATION AGREEMENT

On February 13, 2022, the Corporation entered into a collaboration agreement (the “Collaboration Agreement”) with RCF Management L.L.C. and Resource Capital Fund VII L.P. (collectively, “RCF”), pursuant to which the Corporation and RCF agreed to certain matters regarding the governance processes and constitution of the Board.

Pursuant to the Collaboration Agreement, the Corporation agreed to (i) immediately appoint Ms. Bélanger, Mr. Smith and Mr. Ashby (the “Investor Nominees”) to the Board and (ii) to appoint Ms. Bélanger as the Chair of the Board concurrently with the execution of the Collaboration Agreement. Richard Hall stepped down from the Board, effective upon execution of the Collaboration Agreement, and Ronald Gagel resigned from the Board following the announcement of the Corporation’s 2021 year-end results. In addition, the Collaboration Agreement provided that Timothy Snider would not stand for re-election at the Meeting.

Pursuant to the Collaboration Agreement, the Corporation agreed to form a CEO Search Committee composed of Mr. Smith, Ms. Bélanger and Mr. O’Kane. Additionally, pursuant to the Collaboration Agreement, the Corporation agreed to form an Ad Hoc Nominating Committee composed of Dr. Masse, Ms. Starkman, Mr. O’Kane, Ms. Bélanger, Mr. Smith and Mr. Ashby. The Ad Hoc Nominating Committee had the mandate to conduct a search for one additional independent nominee to be appointed to the Board no later than March 14, 2022 (the “Independent Nominee”). This search resulted in the appointment of Peter O’Hagan.

Prior to the expiration of the Standstill Period (as defined below), the Corporation agreed that the Board will consist of no more than nine (9) directors, with one of the directors to be the CEO following the appointment of the new CEO at the conclusion of the CEO search process, and the Corporation shall not decrease the size of the Board if such decrease would require the resignation of any of the Investor Nominees or the Independent Nominee.

Additionally, at (A) each of the Meeting and the Corporation’s 2023 annual meeting of Shareholders (the “2023 Annual Meeting”) and (B) any special meeting of Shareholders held prior to the expiration of the Standstill Period at which the election of directors is considered, the Corporation agreed to (1) include the Investor Nominees and the Independent Nominee on the Corporation’s slate of director candidates, (2) nominate and reflect in the management information circular and form of proxy for each such meeting the nomination of the Investor Nominees and the Independent Nominee for election as directors of the Corporation at each such meeting, (3) cause all valid proxies received by the Corporation to be voted in the manner specified by such proxies and, to the extent permitted under applicable law and stock exchange rules, cause all such proxies for which a vote is not specified in respect of the election of directors to be voted for the Investor Nominees and the Independent Nominee and (4) solicit proxies in favor of and otherwise support the election of the Investor Nominees and the Independent Nominee no less than the manner in which the Corporation supports its other nominees for election at any such meeting.

The Collaboration Agreement also provides that if an Investor Nominee ceases to be a director for any reason prior to the end of the Standstill Period, and so long as RCF has not ceased to beneficially own in the aggregate at least 2.5% of the Corporation’s then outstanding Common Shares, then RCF has the ability to recommend a substitute person to serve on the Board who meets certain independence requirements, in accordance with the terms of the Collaboration Agreement.

Pursuant to the Collaboration Agreement, RCF is subject to certain customary standstill restrictions and voting commitments from the date of the Collaboration Agreement until the earlier of (i) the day following the completion of all business to be conducted at the 2023 Annual Meeting and the termination of the 2023 Annual Meeting and (ii) December 31, 2023 (the “Standstill Period”).

CEASE TRADE ORDERS AND BANKRUPTCIES

To the Corporation’s knowledge, as at the date of the Circular, or within the last ten years, no proposed director of the Corporation is or has been:

 

(a)	a director, chief executive officer or chief financial officer of any company (including the Corporation):

 

(i)

subject to an order (including a cease trade order, an order similar to a cease a trade order or an order that denied the relevant company access to any exemption under securities legislation) for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

 

 

 

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(ii)

subject to an order (including a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation) for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

 

(b)

a director or executive officer of any company (including the Corporation), that while that person was acting in that capacity or within a year of the person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

 

 

 

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STATEMENT OF EXECUTIVE COMPENSATION

The Corporation’s aim is to share information with its shareholders that is clear and relevant to help communicate executive compensation programs, policies and objectives. Included in the following “Compensation Discussion and Analysis” section is the process followed when making compensation decisions, which are tied directly to business performance and the Corporation’s risk appetite while, at the same time, provide mandated disclosure of compensation in the format required by the applicable regulatory rules and regulations.

The Statement of Executive Compensation also outlines fiscal 2021 performance of the Corporation for determining short-term incentive plan awards and the overall and relative performance of the Corporation used to determine long term incentive plan awards and how these incentive plans leverage “at risk” compensation for the named executive officers.

 

 

 

 

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MESSAGE FROM THE HUMAN RESOURCES AND COMPENSATION

 

		Dear Fellow Shareholders:   2021 was the year in which IAMGOLD began the transformation towards being a leading high-margin gold producer, by progressing the construction of Côté Gold, the Corporation’s new flagship gold mine in northern Ontario, while continuing with the commitment to strong environmental, social and governance practices. The HRCC worked diligently to ensure that executive compensation programs continued to be aligned to pay-for-performance practices, linked to the shareholder experience and provided a vehicle to reward and retain top talent, while motivating executives to execute on the Corporation’s transformation strategy to deliver long-term shareholder value. In 2021, the advisory shareholder vote on executive compensation received 95% approval from over 64% of the Corporation’s shareholders that voted at the annual meeting. Your support for the Corporation’s compensation programs is appreciated.

Strategic Transformation to Drive Value Creation

IAMGOLD made the decision in 2020 to transform itself into a higher margin producer, with a greater portion of its free cash flow ultimately being derived from Canada, by making the construction decision to build Côté Gold as part of a 70:30 joint venture between IAMGOLD, as the operator, and Sumitomo Metal Mining Co., Ltd. Côté Gold is a long-life (18 years), low-cost (average all-in-sustaining costs (“AISC”) of $802 per ounce life-of-mine), tier 1 asset that, over the first full five years of production, is expected to deliver an average of 316,600 ounces of gold to IAMGOLD annually. The Corporation has been preparing itself and its balance sheet for this transformation. Construction of Côté Gold started at the end of 2020 and the management team’s intent focus throughout 2021, 2022 and 2023 is the safe delivery of production from IAMGOLD’s new flagship mine in the second half of 2023. Accordingly, a portion of the targets of the Corporation’s executives’ compensation for 2021 were linked to Côté Gold and will continue to be linked in 2022 and 2023 to the progress and ultimate delivery of Côté Gold. The Corporation continues to be focused on an appropriate allocation of capital and resources between the Corporation’s existing mines and its Côté Gold project to generate the best return on invested capital (“ROIC”) while advancing Côté Gold to production.

The strategic transformation of the Corporation’s asset portfolio, currently in progress, is supported by the Board, which has been fully renewed from December 2020 and over the course of 2021 and 2022 with fresh perspectives and experiences. There have also been changes in leadership of the Corporation to meet the changing circumstances and position it for future success. Daniella Dimitrov joined as the new CFO in March 2021 following the retirement of the previous CFO. Gordon Stothart, former President and CEO, stepped down from his role in January 2022 and Ms. Dimitrov took on the Interim CEO role while a permanent CEO search is underway.

Challenging Performance Year While Progressing IAMGOLD’s Transformation

The Corporation’s short-term cash incentive (“CIP”) awards are based on a combination of corporate and individual performance. The corporate score is determined based on performance against a company scorecard established annually. The 2021 company scorecard included a range of performance categories, including operating performance (production and costs), performance against certain metrics related to Côté Gold and ESG metrics such as safety and sustainability. The score in the 2021 company scorecard of 50.8/100 reflects the fact that the Corporation did not achieve its production and costs targets and reported an increase in project costs at the Côté Gold project. In terms of the shareholder experience, over the course of 2021, the share price decreased by -16% compared to a decrease in the gold price of -4%, the GDX of -11% and the comparable peer average of -22%. There was little informed judgment exercised by the HRCC in respect of the results of the company scorecard.

2021 represented a year of challenges as the Company continued to work through the COVID-19 pandemic and its impact which was felt especially on the physical and psychological wellbeing of some of employees and contractors. Notwithstanding the continued challenges posed by the pandemic, safety performance was very strong in 2021. The DARTFR (days away, restricted, transferred duty frequency rate) was 0.37 and the TRIFR (total recordable injuries frequency rate) was 0.76 for 2021, below the global annual targets of 0.51 and 0.85, respectively. Côté Gold surpassed over 3.4 million hours with no lost-time injuries in 2021.

 

 

 

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While most of the Corporation’s operations were able to mitigate the impacts of the pandemic, the Rosebel operation in Suriname experienced significant absenteeism with over 40% of the workforce having contracted COVID-19 since the start of the pandemic. At Côté Gold, strict monitoring and control protocols translated to very low COVID-19 rates at site; however, the pandemic has had direct impacts on construction activities and costs as a result of inflation in labour, commodities and freight costs and global supply chains challenges.

The ELT also navigated through other challenges including elevated security risks in Burkina Faso and continued safety challenges with pit intrusions by small scale miners in Suriname. In addition, following a seismic event that took place in late 2020, the Westwood underground mine was under care and maintenance for almost one-half of 2021 while undergoing continued technical reviews and rehabilitation.

Overall, the ELT demonstrated agility and ability to adapt and manage these challenges while implementing initiatives to optimize operations. The Corporation delivered 601,000 gold ounces in attributable production, near the top of the updated production guidance range of 565,000 to 605,000 ounces and updated operating cost guidance with all-in-sustaining costs of $1,426 per ounce, generated over $355 million in earnings before interest, taxes, depreciation and amortization and mine site free cash flow of $133.8 million. Essakane achieved record attributable gold production of 412,000 ounces. At December 31, 2021, Côté Gold was at 43.4% project completion. The Corporation also delivered an initial mineral resource estimate for the Gosselin deposit, located adjacent to Côté Gold, of 3.35 million indicated ounces and 1.71 million inferred ounces. IAMGOLD also launched the IAMALLIN operational improvement program focused on executing on opportunities to improve productivity in the areas of equipment maintenance, mill recoveries and inventory management. The program was initiated at Essakane in late 2021 and will be launched at Rosebel and Westwood in 2022.

The Corporation ended the year with total available liquidity of $1.1 billion, including $544.9 million in cash and cash equivalents and $500 million undrawn credit facility with a renewed gold-prepay transaction in the amount of $236 million that is being funded in 2022 to replace the gold prepay transaction completed in 2019.

The Corporation had strong ESG performance and met and/or exceeded its ESG company scorecard objectives as discussed below.

Pay-for-Performance at the Core of Executive Compensation Philosophy

Pay-for-performance is critical to align performance with the Corporation’s strategy and it is an important element in the attraction, retention and recognition of top talent. A robust philosophy of pay-for-performance is at the core of the approach to executive compensation to ensure there is a direct correlation to company performance while ensuring compensation is fair to all stakeholders. Central to the pay-for-performance philosophy is a set of guiding principles that are followed in designing an effective compensation construct and in the development and delivery of such programs (See below under the heading “Compensation Discussion and Analysis – Compensation Philosophy – Guiding Principles”).

In accordance with the pay-for-performance philosophy, the largest component of the executive compensation construct is “at risk” incentive awards that are linked directly to performance. As a percentage of total direct compensation, in 2021, target variable compensation for the former CEO was 75% and for the rest of the ELT was between 66% and 69%. Executive performance is measured against several key performance indicators that are expected to contribute to long- term value creation. “At risk” variable compensation is allocated under the CIP and equity incentive plan (“EIP”) and is 100% performance based, with no guaranteed awards. Performance is measured against pre-determined target objectives that are aligned with the then current strategy of the Corporation as well as management’s ability to react to unforeseen economic factors such as variable commodity prices, currency exchange rates and continuing in 2021, a global pandemic. At times, the Board applies informed judgment, where appropriate, to ensure fair and balanced outcomes to address external unexpected or unforeseen events and transactions. Each year, compensation plans are reviewed and adjusted to respond to the ever-changing business landscape and further strengthen the alignment between long-term sustainable performance and compensation.

The Share Incentive Plan connects the grant of EIP awards to longer-term performance. In respect of 2021, the EIP awards continued to be made in the form of a combination of (i) 50% in performance share units (“PSUs”) that vest after three years subject to performance and vesting conditions based on relative total shareholder return (“TSR”) and average ROIC performance over a three-year period; (ii) 25% in restricted share units (“RSUs”) that vest after three years; and (iii) 25% in share options that vest equally over five years commencing on the first anniversary of the grant date and are exercisable for seven years.

 

 

 

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This combination enhances the alignment of the EIP outcomes with the shareholder experience and the Corporation’s mid- to long-term performance and strategic goals.

To help mitigate the risk of short-term thinking and risk-taking behaviors, management is required to own equity under the Share Ownership Guidelines throughout their tenure (see below under the heading “Compensation Discussion and Analysis – Compensation Program Governance and Oversight – Executive Share Ownership”). To support this effort, PSUs are settled in Common Shares, not cash, at the end of the 36-month vesting period.

Commitment to People

Along with overseeing executive compensation, the HRCC has broad oversight responsibility for the objectives and performance evaluation of the executives, review of the Corporation’s retirement plan and approval of executive employment agreements. In addition, the HRCC reports to the Board on the Corporation’s organizational structure, implementation of executive officer succession programs, talent management practices and executive development programs. For further details of the HRCC’s mandate, see below under the heading “Compensation Discussion and Analysis – Compensation Program Governance and Oversight – Role of the HRCC”.

In 2021, Diversity, Equity and Inclusion (“DEI”) principles, targets and measurable objectives were defined globally. There was noted advancement as the Corporation conducted a full diagnostic of its current state; and, with strong leadership support, the Corporation established a formalized DEI structure with a designated function, including regular updates to the Board, set site-specific action plans that consider the local norms and customs, and an over-arching global goal of making inclusion a part of its culture. DEI-specific metrics are embedded within the enterprise-wide short-term incentive program as a performance driver for 2022, including the establishment of annual gender representation targets to achieve a minimum of 20% female representation by 2030. Success in 2021 was focused on building a strong foundation to further advance of IAMGOLD’s DEI journey.

In addition, employee wellness has been a focus during the COVID-19 pandemic. IAMGOLD enhanced its corporate wellness program by applying a holistic approach and expanding coverage offerings. The Corporation also doubled the coverage for mental health as part of its benefits enhancements and modernized coverage to be more inclusive. The Corporation further supported the mental health of employees by developing user-centric resources, providing mental health awareness and education opportunities and a new robust Employee and Family Assistance Program.

In Summary

The HRCC believes that the executive compensation construct employs a pay-for-performance approach, one that is aligned with the shareholders’ experience and supports the goal of rewarding executives for the long-term creation and preservation of value. IAMGOLD’s executive compensation program and practices are described in detail in the Compensation Discussion and Analysis that follows. The HRCC welcomes further dialogue with shareholders as the committee continues its efforts to structure compensation programs aligned with long-term shareholder value. Questions about the compensation program or compensation decisions made in 2021 can be directed to the Chair of the HRCC at IAMGOLD via phone at 416-360-4710 or by email to Chair_HRCC@iamgold.com.

Thank you for your continued support.

Anne Marie Toutant

Chair, Human Resources and Compensation Committee

 

 

 

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A SPOTLIGHT ON ENVIRONMENTAL, SOCIAL AND GOVERNANCE: LINKAGE TO COMPENSATION

IAMGOLD has focused on enhancing its ESG practices in recent years, which has resulted in strong performance and public recognition of its achievements. Rooted in IAMGOLD’S ESG practices, Zero Harm^® is the commitment to continually strive to reach the highest standards in health and safety, minimize the Corporation’s environmental footprint, and work co-operatively with its host communities (See also “Statement of Corporate Governance – Environmental, Social and Corporate Governance”).

2021 Recognition Awards

 

AA   Rating Top 15%   MSCI Metals and Mining Index		44th   Corporate Knights Canadian Corporate Citizens   7th   within the Peer Group		Top 10 TSX Stocks   Environmental Sustainability Only Non-energy Materials Company

 

TSM   Environmental Excellence Award		4th   Out of 45 Sector Peers V.E - an affiliate of Moody’s		3rd   Consecutive Year on the Bloomberg Gender Equality Index

MSCI ESG RATINGS DEC 3 - 18 LA PAA K BEST 50 THE GLOBE AND MAIL AA Rating Top 15% MSCI Metals and Mining Index CORPORATE CITIZENS 44th Corporate Knights Canadian Corporate Citizens 7th within the Peer Group Top 10 TSX Stocks Environmental Sustainability Only Non-energy Materials Company Bloomberg VE RANKED 4 OUT OF 45 SECTOR PEERS The Mining Association of Canada ADVOCACY STEWARDSHIP COLLABORATION Gender Equality Index 2022 TSM Environmental Excellence Award 4th Out of 45 Sector Peers V.E - an affiliate of Moody's 3rd Consecutive Year on the Bloomberg Gender Equality Index

 

 

 

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ESG and the Link to Compensation

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

NAMED EXECUTIVE OFFICERS

This Compensation Discussion and Analysis (“CD&A”) describes the Corporation’s approach to executive compensation by outlining the processes and decisions behind what the Corporation paid its named executive officers who were, during or as at the end of the financial year: the CEO, Chief Financial Officer and the three other most highly compensated executive officers of the Corporation (the “Named Executive Officers” or the “NEOs”) for 2021. The NEOs, their title and position held at December 31, 2021 were as follows:

 

•

P. Gordon Stothart, President and CEO;

 

•

Daniella Dimitrov, Executive Vice President, Strategy and Corporate Development and Chief Financial Officer;

 

•

Craig MacDougall, Executive Vice President, Growth;

 

•

Oumar Toguyeni, Senior Vice President, International Affairs and Sustainability;

 

•

Bruno Lemelin, Senior Vice President, Operations and Projects; and

 

•

Carol Banducci, former Executive Vice President and Chief Financial Officer (retired effective March 31, 2021).

COMPENSATION PROGRAM OVERSIGHT AND GOVERNANCE

IAMGOLD respects and adheres to good governance practices that strengthen risk mitigation by reinforcing the Corporation’s pay-for-performance philosophy. The Corporation’s executive compensation program is based on risk management and a strong culture of prudence when making compensation decisions. Some specific risk-mitigating and good governance design features of the 2021 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 are based on performance and both pre-determined formulae and flexible informed judgment, clawback policy, absolute and relative metrics, and a robust compensation decision-making process.

Role of the HRCC

The Board has determined that the HRCC is to be comprised of at least three (3) directors, each of whom must be independent under applicable securities laws, policies and stock exchange rules. In addition, in keeping with governance best practices, 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 HRCC was composed of the following independent directors: Anne Marie Toutant (Chair), David Smith, and Deborah J. Starkman. Ms. Toutant assumed the role of chair of the HRCC following Mr. Gagel’s retirement from the Board on February 24, 2022. Collectively, the members of the HRCC have extensive experience in matters pertaining to human resources and executive compensation by virtue of having been senior executives of publicly traded companies as well as members of boards and human resources/compensation committees of other public companies.

Ms. Toutant is a senior mining executive whose roles have included leading operations at one of the world’s largest open- pit mines and its workforce of up to 3,500 personnel, from which she has gained significant experience in human resources management and compensation decision-making. Mr. Smith is an experienced corporate director who serves on the compensation committee of the board of Hudbay, and previously served on the compensation committee of the board of Pretium, in addition to his previous role as CFO of Finning International Inc., where he was directly involved in establishing and monitoring performance metrics. Ms. Starkman is an experienced financial professional and CFO who has overseen human resources matters in her various positions.

 

 

 

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The Board is confident that the collective experience of the HRCC members ensures that the HRCC has the knowledge and experience to execute its mandate effectively and to make executive compensation decisions in the best interest of the Corporation. The role of the HRCC is to assist the Board in approving and monitoring the Corporation’s practices in executive compensation, including the administration of the EIP.

 

		HRCC Mandate – As part of its Board-approved mandate, each year the HRCC reviews the following:
		CEO and Executive Compensation		Plan Administration		Oversight of Practices
		•  Recommends to the Board for approval, the goals and objectives of the CEO and other Executives   •  Reviews the CEO’s responsibilities and from time to time recommends to the Board any changes   •  Leads the annual review and evaluation process of the performance of the CEO and other Executives and report results to the Board   •  Recommends to the Board for approval, the salary, and incentive awards for the CEO and other Executives, based on performance		•  Administers the Corporation’s Share Incentive Plan   •  Reviews the operation and administration of the Corporation’s retirement benefit plans   •  Reviews executive employment agreements to avoid any unwarranted, excessive payments, and, if appropriate, recommends any changes to the Board for approval		•  Reports to the Board on the Corporation’s organizational structure, implementation of executive officer succession programs, total compensation practices, talent management practices and executive development programs
		2021 Highlights – The HRCC met 9 times in 2021. 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 2021, based on 2021 approved budgets and the corporate strategy adopted by the Board;   •  Assessed the performance of Executives against their individual objectives and the executive compensation plan;   •  Recommended to the Board for approval the 2021 compensation payable, according to the executive compensation plan, the individual performance of the CEO and the CEO’s recommendation for the other Executives, taking into consideration proper pay-for-performance alignment of the compensation of the CEO and other Executives;   •  Verified Executives’ compliance with their minimum share ownership guidelines;   •  Verified the CEO’s compensation pay-for-performance alignment multiple times during the year;   •  Reviewed the succession plans for the CEO and other Executives and updated development plans;   •  Reviewed and confirmed the peer group of companies that are similar in size, scope and complexity and are considered to be competitors for executive talent (the “Peer Group”), in alignment with 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.

Succession Planning

During 2021, the CFO renewal process was completed following the announced retirement of the previous CFO effective March 31, 2021. Ms. Dimitrov joined the Corporation and was appointed as EVP and CFO, effective March 29, 2021, and assumed additional responsibility for strategy and corporate development in December 2021. Ms. Dimitrov brings a wealth of mining industry and financial and capital markets experience, from both the executive level and the board level.

Gordon Stothart, President and Chief Executive Officer, stepped down from his role of President and CEO and resigned from the Board effective January 11, 2022. Ms. Dimitrov was identified as being in a position to step into the role as Interim CEO effective immediately through a period of leadership transition. The Board engaged an executive search firm to immediately conduct a search for IAMGOLD’S next leader and in February 2022, the Corporation formed a CEO Search Committee which assumed the mandate to oversee the search process to identify qualified candidates to become the Corporation’s next CEO. See also “Board of Directors – Collaboration Agreement”.

 

 

 

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In 2021, the Corporation progressed the formalization of the planning, assessment and identification of successors in certain organizational functions of the Corporation. In addition to progressing this in 2022 with other functions, the Corporation plans to formalize its process for succession planning for its executive officers. The CEO has responsibility for overseeing the succession planning process for all executive roles below the CEO level with the plan to be delivered to the HRCC prior to year-end.

Shareholder Engagement

The Board and management are committed to engaging with Shareholders on matters that are of importance to them. Throughout the year, Shareholder outreach includes meetings with and presentations to existing and prospective Shareholders globally, along with bank and industry conference presentations, brokerage desk updates and retail Shareholder meetings.

Shareholders are also invited to have their say on the Corporation’s approach to executive compensation at each annual meeting through the say-on-pay vote. While this vote is advisory and non-binding, the results are considered in future compensation planning and design. IAMGOLD introduced its non-binding say-on-pay vote in 2010 and was pleased that the results of past votes have all been positive. Over the last three years, Shareholder votes cast in favour of the Corporation’s approach to executive compensation were 95.33%, 97.13% and 97.48% for compensation decisions in 2020, 2019 and 2018, respectively. See also “Business of the Meeting – Advisory Vote on the Corporation’s Approach to Executive Compensation”.

Governance and Compensation Risk Management

IAMGOLD’s compensation program and practices have been established to ensure strong alignment of pay with the long-term success of the organization. Near-term challenges and good governance practices are also considered. The executive compensation plan includes four components: (i) base salary; (ii) an annual CIP award settled in cash; (iii) an annual EIP grant settled in Common Shares at vesting; and (iv) benefits/perquisites. The HRCC and the Board regularly review and evaluate potential risks to the Corporation resulting from the executive compensation plan and more specifically from:

 

•

Pay philosophy and practices;

 

•

Design of the program;

 

•

Performance measurement; and

 

•

Compensation governance.

IAMGOLD’s executive compensation governance practices are outlined in the table below. Each year, the practices are reviewed against changing regulations and emerging best practices to ensure continued alignment with Shareholder interests. The Board approves the committee charter annually.

 

IAMGOLD’s Governance Practices

✓ Compensation aligned with business strategy   • Incentive compensation is tied directly to specific long-term objectives to advance corporate strategy.

✓ Compensation aligned with the interests of Shareholders   • Executive compensation is directly affected by share price and performance share units vest and pay out based on relative TSR.   • Executive compensation programs incorporate measures tied to future success over various time horizons.   • Executives are required to meet share ownership guidelines.

✓ Compensation is designed to attract, motivate and retain high-calibre talent   • Executive pay is benchmarked at market median (P50) for fully functioning incumbents for expected level of performance, using the Peer Group.

✓ Compensation is performance-based   • Most of the executive compensation is variable or ‘at risk’ and encourages high-performers to achieve exceptional levels of short and long-term performance through higher rewards; 75% for the CEO and over 66% for other NEOs.   • CIP and EIP awards are 100% performance-based and earned, not guaranteed.   • Performance is assessed using a disciplined approach of pre-set measures with a pre-defined range of performance each year.

 

 

 

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✓ Compensation is aligned with risk management objectives   • Compensation is aligned with the risk profile of the Corporation.   • CIP awards are capped at 200% of target and EIP awards are capped at 120% of target.   • Potential variable compensation is stress-tested regularly to avoid unintended behaviours or compensation outcomes.   • An annual Human Resources risk assessment is conducted by an independent advisor.   • A clawback policy is maintained for both CIP and EIP granted and/or settled.

✓ Compensation programs are well-governed   • The Board considers all information and approves final performance results, and may exercise informed judgment as needed to ensure overall compensation outcomes match actual performance results and the Shareholder experience.   • Incentive plan processes are well governed with annual reviews by internal audit.   • An independent advisor is retained to provide an external perspective on market changes and best practices related to compensation design, governance and compensation risk management.   • An annual advisory vote is held on the Corporation’s approach to executive compensation.

The compensation framework clearly stipulates:

× No repricing or backdating of options

× No hedging or monetizing of equity awards

× No multi-year guarantees in employment agreements

× No severance of more than two years on termination following a change in control and subject to a double trigger for severance and a single trigger for equity awards

Risk Assessment

The HRCC engaged Willis Towers Watson (“WTW”) to update a comprehensive risk review that was conducted in 2018 and then updated in 2019 and 2020 on the Corporation’s executive compensation program. Based on this review, in 2021 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.

Clawback Policy

To further enhance the Corporation’s pay-for-performance compensation model, commencing in 2009, the Corporation introduced a Forfeiture and Repayment condition to CIP and EIP to ensure that incentive compensation may be lawfully “clawed back” in cases where the performance underlying such compensation is subsequently found not to be confirmed.

The Forfeiture and Repayment condition applies to all executive officers.

In the event of any material restatement, correction or adjustment of the Corporation’s financial statements or operating results or other metrics upon which the CIP or EIP award provided to the executive officer are based, the Corporation has the right to require repayment of any amounts paid that exceed what should properly have been payable, and/or to cancel or adjust any EIP granted and, in the case of non-vested EIP, to adjust such accruals or rights as necessary to reflect the restated or adjusted results.

In addition, in the event that the restatement of adjustment results from an act of fraud, misrepresentation, malfeasance or gross negligence on the part of the executive officer, the executive officer will be liable if convicted of any crime involving fraud, willful misrepresentation or gross negligence, to the Corporation for any damages suffered by the Corporation as a result of such wrongdoing. The executive officer may be further disciplined up to or including termination for cause.

Anti-hedging

The Corporation prohibits officers and directors from engaging in hedging against a decrease in the market value of IAMGOLD’s equity securities.

 

 

 

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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. Share ownership includes the accumulation of common shares as well as unvested restricted share units and performance share units.

The guidelines are as follows:

 

Executive Position/ Level		Share  Ownership Target Effective in 2021           (multiple of base salary)
CEO		3.0 x
Executive Vice President		2.0 x
Senior Vice President		1.5 x

As of December 31, 2021⁽¹⁾, all NEOs meet their share ownership guidelines or were within the three year accumulation period, as indicated below:

 

Named Executive Officers		Share Ownership Target					Actual Share Ownership
		Multiple of Base Salary					Total Value at Dec 31,  2021(1)					Multiple of Base Salary
P. Gordon Stothart CEO		3.0					$3,555,247					4.0
Daniella Dimitrov(2) EVP, Strategy and Corporate Development and CFO		2.0					$819,311					1.7
Craig MacDougall EVP, Growth		2.0					$2,112,175					4.4
Oumar Toguyeni SVP, International Affairs and Sustainability		1.5					$1,157,363					2.9
Bruno Lemelin SVP, Operations and Projects		1.5					$776,944					1.7
Carol Banducci(3) Former EVP and CFO (retired effective March 31, 2021)		n/a					n/a					n/a

 

(1)

Based on December 31, 2021 closing price of $3.94 on the TSX, the last trading day of 2021.

 

(2)

Ms. Dimitrov has three years from her appointment as EVP and CFO on March 29, 2021, to meet the share ownership guidelines.

 

(3)

Ms. Banducci was not subject to share ownership guidelines as of December 31, 2021. Before retiring, her share ownership target was 2.0 times her base salary

 

 

Management’s Role in Compensation Decision-Making

The annual incentive compensation decision-making cycle is a rigorous process to ensure final compensation is fair. The process starts with business strategy. Management develops, reviews and updates the Corporation’s strategic plan, which outlines annual and longer-term objectives of the Corporation. Using the Corporation’s strategy as a basis, compensation programs are reviewed for continued alignment along with market competitiveness and best practices in the industry as well as any regulatory changes that may impact the design or application of the executive compensation programs. This forms the basis of the company scorecard against which performance is subsequently measured. Individual executives’ objectives are set to support achievement of the corporate objectives. Independent compensation consultants also provide unbiased, independent advice at various stages of the process.

 

 

 

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Company performance forecast is tracked on a quarterly basis. At the end of the performance year, the HRCC reviews the results of the company scorecard, relative performance of the Corporation, individual performance of the CEO and other executives. Based on the assessment of annual corporate and individual performance and competitive benchmark data, the CEO provides the HRCC with recommendations for executive officers’ base salary adjustments, if any, CIP and EIP awards. Compensation recommendations are presented by the HRCC to the Board for approval. Other executive officers are not involved in any executive compensation-related decisions.

Final compensation decisions are determined after the assessment of corporate and individual performance results and approved by the Board.

 

 

Company Strategy Management develops, reviews and update the Corporations strategic plan. Review Compensation Plan Design Independent Consultants highlight regulatory and market changes. Management reviews the compensation program and presents the initial structure and supporting rationale to HRCC. Set Performance Metrics and Annual Goals Management sets targets based on an annual budget in the context of a five-year forward-looking plan in conjunction with the full life-of-mine plans. The Board approves annual metrics and targets in the CIP and EIP. Set Targets for Annual Compensation Independent consultants provide market positioning for CEO and Executives. Management monitors performance. The Board approves base salary and the mix of other compensation elements for the CEO and other Executives. Evaluate Corporate and Individual Performance Management reviews business results against targets and achievement of individual performance goals. Finalize Compensation The Board considers all information, including the recommendations of the HRCC, and approves final results, and may apply informed judgment as appropriate.

 

Compensation Consultant

The HRCC retains compensation consultants from time to time to provide expert and independent advice regarding compensation policies and decisions. Consultants provide support to the HRCC and act only on instructions provided or approved by the HRCC Chair. Consultants do not perform work other than that which is pre-approved in writing by the HRCC Chair. HRCC decisions and recommendations to the Board are its responsibility and reflect committee members’ views of the best interests of the Corporation, as informed by information and recommendations provided by compensation consultants.

The HRCC has retained WTW since 2011 for executive compensation services. In 2020, the HRCC conducted a tender process involving various compensation consultants that included a review of independence and determined to re-engage WTW. WTW’s executive compensation consultants report directly to the HRCC and are independent of management. The HRCC confirms WTW’s independence through the continual review of the factors set out by the Securities and Exchange Commission (“SEC”) 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); and

 

•

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 2021, 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 executive compensation trends and best practices, and reviewed executive compensation disclosure.

 

 

 

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Other Consulting Services

In 2021, the Corporation continued to engage Willis Canada Inc. (“Willis”), a WTW 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. All of the “Other Fees” were paid to Willis for services including annual insurance-related fees, wholesale commissions, and, in 2020 only, non-recurring insurance placement commissions.

In 2020, the HRCC conducted a review of independence, by engaging with parties at IAMGOLD, WTW and Willis. During those conversations, the HRCC was satisfied that the criteria listed above as it relates to independence remain in place. Therefore, the HRCC concluded that there is no conflict of interest. In an abundance of caution, it was agreed that if other Willis services are requested by IAMGOLD that Willis is to inform the HRCC Chair prior to engagement to ensure there continue to be no conflicts.

 

2020								2021
Executive Compensation Related-Fees		Other Fees(1)		Total				Executive         Compensation          Related-Fees		Other Fees(1)		Total
$150,847		$1,250,064		$1,400,911				$128,607		$24,393		$153,000

 

(1)

In 2020, “Other Fees” do not relate to executive compensation and include $210,880 and $774,990 USD, which has been converted at 1.3409, the average monthly exchange rate for 2020. In 2021, “Other Fees” do not relate to executive compensation and include $24,063 and $263 USD, which has been converted at 1.2546, the average monthly exchange rate for 2021.

 

 

Peer Group

The HRCC works with WTW to create and maintain a relevant and appropriate comparator group of companies. Each year, as part of a regular process, the composition of the Peer Group is reviewed to determine if any changes are required. The Corporation considers organizations that fit previously established criteria to identified Peer Group companies that are similar in size and scope of operations and are representative of the market within which it competes for executive talent. When selecting comparators, the Corporation applies the following criteria:

 

Factors		Selection Criteria
Industry		Mining companies with an emphasis on gold miners
Geography		Headquartered in Canada with international operations
Size		Revenue greater than $500 million and market capitalization less than $20 billion
Corporate Structure		Publicly-traded on the TSX

 

 

 

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The HRCC reviewed the 2021 Peer Group and approved the same Peer Group for 2022 compensation purposes.

 

		Scope Information(1)
Company		Market Cap					Revenue					Total Assets					Total  Shareholder Return
		31-Dec-21					FY2021					FY2021					1 Year					3 Year
Agnico Eagle Mines Limited		$12,983					$3,824					$10,187					-23%					9%
Alamos Gold Inc.		$3,014					$824					$3,622					-11%					27%
B2Gold Corp.		$4,154					$1,762					$3,561					-27%					10%
Centerra Gold Inc.		$2,288					$900					$2,677					-32%					20%
Eldorado Gold Corporation		$1,709					$941					$4,931					-30%					44%
Hudbay Minerals Inc.		$1,893					$1,502					$4,616					3%					13%
Kinross Gold Corporation		$7,272					$3,729					$10,428					-20%					20%
Kirkland Lake Gold Ltd.(2)		$11,046					$2,460					$7,081					3%					16%
Lundin Mining Corporation		$5,738					$3,329					$7,637					-9%					24%
New Gold Inc.		$1,017					$746					$2,477					-33%					22%
SSR Mining Inc.		$3,748					$1,474					$5,211					-11%					11%
Torex Gold Resources Inc.		$891					$856					$1,359					-31%					0%
Yamana Gold Inc.		$4,044					$1,815					$8,383					-25%					20%
		Percentile Statistics
25th Percentile		$1,893					$900					$3,561					-30%					11%
50th Percentile		$3,748					$1,502					$4,931					-23%					20%
75th Percentile		$5,738					$2,460					$7,637					-11%					22%
Average		$4,600					$1,859					$5,551					-19%					18%
IAMGOLD		$1,485					$1,152					$3,972					-16%					-8%
Percent Rank		14P					37P					36P					63P					Lowest

 

(1)

As reported by Standard & Poor’s Capital IQ. TSR reflects the compounded average annual growth rate for periods ending December 31, 2021. Dollar amounts shown in this table are presented in millions of US dollars.

 

(2)

Due to the merger between Agnico Eagle Mines and Kirkland Lake Gold, Revenue and Assets figures provided here are showing the latest FYE data (FY2020).

 

 

 

 

 

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COMPENSATION PHILOSOPHY

The fundamental objective of IAMGOLD’s executive compensation approach is to incentivize, motivate and reward executive officers for the long-term creation and preservation of shareholder value in addition to creating value for the Corporation’s stakeholders as a whole. It also reflects annual challenges and successes. To attain these objectives, the Corporation’s executive compensation program and policy decisions are guided by the following principles:

Guiding Principles

 

 

Link to Compensation Philosophy Motivate and Retain Total compensation is designed to attract, retain, motivate and reward high-calibre talent through competitive pay practices. High-calibre talent is essential Drive long-term creation and preservation of shareholder value Align with Business Strategy Link the compensation construct directly to specific objectives to advance corporate strategy Compensation linked to realized business results. Pay-for-performance Engage high-performers to achieve exceptional levels of short and long-term performance through rewards. Higher levels of performance should lead to greater rewards and expected levels of target performance should reflect pay at the market median. Mitigate Risk Align compensation with the risk profile of the Corporation. Preservation of shareholder value. Align Executive Interests to Shareholders Encourage and require executives to own shares of the Corporation to align with the interests of shareholders. Drive long-term creation and preservation of shareholder value. Informed Judgment Allow flexibility for the Board to exercise informed judgment to ensure appropriate overall compensation. Compensation decisions should be well thought and well governed.

Benchmarking

Executive compensation is benchmarked to attract and retain global talent and remain competitive in markets where the Corporation operates. The HRCC works with WTW to review market data of the Peer Group, composed of public companies with whom the Corporation competes for talent. These companies are also used as a benchmark for compensation trends and market practices.

The market data is used as a reference point, along with other factors, to which the HRCC compares the competitive position of each executive officer to the Peer Group to set executive compensation levels commensurate to performance and experience level. The Corporation believes that higher levels of performance should lead to greater rewards and expected levels of target performance should reflect target levels of pay.

COMPONENTS OF EXECUTIVE COMPENSATION

To deliver on the compensation philosophy, the compensation construct at IAMGOLD is composed of a number of plans to attract, retain and motivate top talent. Each component is determined according to both the Corporation’s and individual’s performance, emphasizing the foundational concept of “pay-for-performance”.

 

 

 

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Target Total Direct Compensation Mix

Total direct compensation is composed of annual Base Salary, CIP and EIP awards for executive officers. A significant portion of compensation is EIP to focus executive officers on long-term results. This mix varies by level; the higher the job level, the larger the portion of “at-risk” pay to appropriately align with the ability to influence the Corporation’s performance.

 

 

"At Risk" Pay CEO 23% 26% 51% 77% EVP 30% 24% 46% 70% SVP 33% 23% 44% 67% Base Salary CIP EIP

The executive compensation program is reviewed every year as part of the Corporation’s commitment to continuous improvement and it is refined as needed to align more closely with strategic objectives, with a focus on building shareholder value, mitigating risk and improving competitiveness. The program reflects best practices and the feedback heard from stakeholders.

 

Pay Element						Objectives		Design
Total Direct Compensation
				Fixed Compensation Base Salary   cash settled TERM: 1 Year		• Recognize and reward skills, experience and level of responsibility   • Provide competitive compensation   • Attract and retain key talent		Base salary is determined at the beginning of the fiscal year and takes into account several factors:   • scope, complexity and responsibility of the role   • competitiveness with salary levels for similar-sized positions within the Peer Group   • individual 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.   Base salary adjustments take into consideration the above assessments and therefore the Corporation does not guarantee annual increases.

 

 

 

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				Cash Incentive Plan (CIP)   TERM: 1 Year		• Motivate the achievement of annual objectives   • Reward performance that supports the business strategy   • Provide competitive compensation   • Attract and retain key talent		CIP awards are based on the annual achievement of balanced performance objectives, representing financial, operational, growth, ESG and individual performance goals. Challenging performance targets are pre-defined and established each year in conjunction with the annual budgeting process. Performance measures are selected based on their relationship to immediate financial and operational objectives that work together.   The CIP design incorporates risk-mitigating performance measures such as multiple financial measures and performance targets. The result of each performance metric is capped and has a minimum threshold, below which zero compensation is paid for that metric.   Performance is assessed at the end of the one-year performance period, based on actual performance results. The HRCC reviews performance results and may apply their informed judgment to ensure final award values are reflective of shareholder experience.   • The target CIP level is set as a percentage of base salary.   • Award values range from 0% for below threshold performance to a maximum cap of 200% of the target value, depending on the actual performance achieved.   CIP awards are performance-based and therefore the Corporation does not guarantee CIP award payments to its executive officers.
				Equity Incentive Plan (EIP)   TERM: Restricted share units - 3-year cliff vesting   Performance share units - 3-year cliff vesting   Options – Vest in equal tranches of 20% each year for 5 years, starting on the first anniversary of the grant and expiring after seven years from the date of grant.		• Motivate the sustained achievement of long-term goals   • Reward performance that is aligned with the creation of long-term shareholder value   • Align executive officers’ share ownership with shareholder experience   • Provide competitive compensation   • Attract and retain key talent		EIP grant values are based on the overall performance of the Corporation and individual performance results with a longer-term view of sustained performance over the past three years.   Target grant value is expressed as a percentage of base salary.   In determining the actual individual grants, the HRCC considers a series of key indicators to determine an EIP scoring factor between 80% and 120% of the target value.   The equity grant is then allocated based on a target mix of approximately 50% performance share units, 25% restricted share units and 25% options. EIP grants have staggered and overlapped vesting schedules to ensure that executive officers continually focus on future value creation.   Performance share units vest conditionally on 3-year relative TSR and ROIC. These two metrics were selected because they are key indicators of long- term growth and value creation.   All EIP awards are granted based on performance and therefore the Corporation does not guarantee any EIP awards to its executive officers.
EQUITY SETTLED Performance-based Variable (At Risk) Compensation Indirect Compensation
				Benefits, Pension and Perquisites		• Provide benefits coverage and retirement savings   • Attract and retain key talent		Executive officers participate in the same benefits provided to all employees which includes health and life insurance benefits, a defined contribution pension plan and a share purchase plan.   Top-up disability insurance coverage, annual health risk assessments and taxable perquisites are also provided to executive officers, according to their employment agreements, as disclosed in the Summary Compensation Table.   The Corporation does not provide any loans to its executive officers.

cash settled

 

 

 

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COMPENSATION DECISIONS RELATED TO 2021 PERFORMANCE

2021 Total Direct Compensation Decisions

The following section provides a detailed discussion of the decisions made to determine each NEO’s total direct compensation for 2021.

Total compensation for each executive officer is based on several factors, including individual performance, leadership, global responsibilities, experience, education, succession planning considerations, competitive pressures and internal equity.

 

Total Direct Compensation = 2021 Base Salary + 2021 CIP Award (Awarded in Q1 2022) + 2021 EIP Award (Granted In Q1 2022)

Base Salary

For the year 2021, the HRCC decided to adjust the NEO base salaries as illustrated in the table below. This decision was made after conducting compensation analysis and comparing the NEO salaries and total compensation with NEOs in the Peer Group. Each year, annual base salaries for the executive officers are reviewed for competitiveness and salary adjustment decisions are based on this analysis. As illustrated in the table below, salary adjustments are not automatic inflationary increases and may not be adjusted if they are determined to be competitive with market standards.

In early 2021, as part of the annual review of CEO compensation, the Board approved the 2021 annual base salary at $900,000, representing an increase of 20%. In 2020, Mr. Stothart’s compensation was deliberately set below the 25th percentile of target total direct compensation of CEOs in the Peer Group, and 25% below the prior CEO’s target total direct compensation, with the intention to phase-in compensation over a multi-year period to align with his growth into the role. The 20% salary increase for 2021 was intended to bring Mr. Stothart’s compensation closer to the Peer Group median.

Messrs. Lemelin and Toguyeni received 2021 salary increases of 7.1% and 2.6% respectively as part of the annual review of compensation and performance.

Effective March 29, 2021, Ms. Dimitrov was appointed to the role of EVP and CFO and her salary was set at $490,000. On December 14, 2021, Ms. Dimitrov’s role was expanded to Chief Financial Officer and EVP, Strategy and Corporate Development. Her salary and total compensation were not increased at that time along with this expanded role and her salary remained at $490,000 annually. On January 12, 2022, Ms. Dimitrov was appointed to the role of President and interim CEO. Her annual salary was adjusted to $600,000 in recognition of the appointment as President and the expanded role. For the duration of her appointment as interim CEO, her base salary will be $900,000 annually.

 

Named Executive Officers		2021															2020
		Base Salary					Increase     from 2020										Base Salary					Increase   from 2019
P. Gordon Stothart CEO		$900,000					20.0%										$750,000					36.4%
Daniella Dimitrov EVP, Strategy and Corporate Development and CFO		$490,000					n/a										n/a					n/a
Craig MacDougall EVP, Growth		$485,000					0.0%										$485,000					7.8%
Oumar Toguyeni SVP, International Affairs and Sustainability		$395,000					2.6%										$385,000					7.4%
Bruno Lemelin SVP, Operations and Projects		$450,000					7.1%										$420,000					25.6%
Carol Banducci Former EVP and CFO (retired effective March 31, 2021)		$486,875					0%										$486,875					2.5%

 

 

 

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