Exhibit 99.2

 

Management Information Circular In Connection With the Annual General Meeting of Shareholders to be Held on May 6, 2025.

This summary highlights information contained elsewhere in this Circular. It does not contain all of the information that you should consider. Please read the entire Circular carefully before voting. Defined terms used in this summary have the meanings ascribed thereto in the Circular.

 

 

 

TABLE OF CONTENTS

 

VOTING RECOMMENDATIONS				1
RECORD DATE				1
VOTE DEADLINE				1
SHAREHOLDER ENGAGEMENT				1
BOARD OF DIRECTORS				1
INVESTOR RELATIONS				1
LIVE BROADCASTS				1
MANAGEMENT				1
EVENTS				1
HOW YOU CAN VOTE				2
TABLE OF CONTENTS				1
MESSAGE FROM THE CHAIR OF THE BOARD OF DIRECTORS				1
GLOSSARY OF TERMS AND ACRONYMS				4
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS				6
GENERAL PROXY INFORMATION				8
SOLICITATION OF PROXIES				8
INFORMATION FOR REGISTERED SHAREHOLDERS				8
INFORMATION FOR NON-REGISTERED SHAREHOLDERS				9
SPECIAL PROCEDURES FOR THE VIRTUAL-ONLY MEETING				11
REVOCATION OF PROXIES				13
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF				14
DESCRIPTION OF SHARE CAPITAL AND QUORUM				14
RECORD DATE				14
OWNERSHIP OF SECURITIES OF THE CORPORATION				14
CURRENCY				14
BUSINESS OF THE MEETING				15
ELECTION OF DIRECTORS				15
RE-APPOINTMENT OF AUDITOR				16
ADVISORY VOTE ON THE CORPORATION’S APPROACH TO EXECUTIVE COMPENSATION				17
BOARD OF DIRECTORS				18
RENAUD ADAMS				18
CHRISTIANE BERGEVIN				19
ANN K. MASSE				20
L. PETER O’HAGAN				21

 

KEVIN P. O’KANE				22
DAVID S. SMITH				23
MURRAY P. SUEY				24
ANNE MARIE TOUTANT				25
AUDRA WALSH				26
CEASE TRADE ORDERS AND BANKRUPTCIES				27
STATEMENT OF EXECUTIVE COMPENSATION				28
MESSAGE FROM THE HUMAN RESOURCES AND COMPENSATION COMMITTEE				28
COMPENSATION DISCUSSION AND ANALYSIS				30
COMPENSATION PHILOSOPHY AND GUIDING PRINCIPLES				30
COMPENSATION GOVERNANCE AND RISK MANAGEMENT				36
COMPENSATION PROGRAM OVERSIGHT				38
COMPENSATION DECISIONS RELATED TO 2024 PERFORMANCE				41
SHARE PERFORMANCE GRAPH				51
SUMMARY COMPENSATION TABLE				52
INCENTIVE PLAN AWARDS				54
PENSION PLAN BENEFITS				56
TERMINATION & CHANGE OF CONTROL BENEFITS				57
DIRECTOR COMPENSATION				59
DIRECTORS’ COMPENSATION SUMMARY				59
DIRECTOR COMPENSATION TABLE				60
INCENTIVE PLAN AWARDS				60
DIRECTOR SHARE OWNERSHIP GUIDELINES				61
SHARE INCENTIVE PLAN				63
SHARE INCENTIVE PLAN MAXIMUM				63
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS				64
ANNUAL BURN RATE				64
INSIDER LIMITATIONS				64
SHARE PURCHASE PLAN				65
SHARE BONUS PLAN				66
SHARE UNIT PLAN				66
SHARE OPTION PLAN				66
BLACKOUT PERIODS				67
ASSIGNABILITY				67
AMENDING PROVISIONS				67

 

STATEMENT OF CORPORATE GOVERNANCE PRACTICES				69
KEY GOVERNANCE ATTRIBUTES				69
NOMINATION OF DIRECTORS				71
BOARD SKILLS				72
DIVERSITY, INCLUSION AND TENURE				74
BOARD PERFORMANCE ASSESSMENT				77
TERM LIMITS				78
INDEPENDENCE AND IN CAMERA SESSIONS				78
MEETING FREQUENCY, TIME COMMITMENT, ATTENDANCE AND INTERLOCKS				79
BOARD ROLES AND RESPONSIBILITIES				80
POSITION DESCRIPTIONS				86
DIRECTOR ORIENTATION AND CONTINUING EDUCATION				86
STATUTORY MAJORITY VOTING				87
ADVANCE NOTICE OF DIRECTOR NOMINATIONS				87
CODE OF BUSINESS CONDUCT AND ETHICS				88
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE				88
CYBERSECURITY OVERSIGHT AND RISK MANAGEMENT				90
IDENTIFICATION OF RELATED PARTY TRANSACTIONS				91
SHAREHOLDER ENGAGEMENT				91
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS AND MATTERS TO BE ACTED UPON				92
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS				92
ADDITIONAL INFORMATION				92
SHAREHOLDER PROPOSALS				92
IAMGOLD BOARD APPROVAL				93
APPENDIX “A” — BOARD OF DIRECTORS MANDATE				94
APPENDIX “B” — 2024 VOTING RESULTS				100

 

 

MESSAGE FROM THE CHAIR OF THE BOARD OF DIRECTORS

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 be held on Tuesday, May 6, 2025, at 2:30 p.m. (ET). The annual meeting will be held in virtual format, conducted via live audio webcast, which allows for convenient access for shareholders to participate in voting and ask questions pertaining to the matters of the meeting in real time through the virtual meeting platform. The accompanying notice and management information circular provides further details on how to participate in the meeting and provides contact information for myself, my fellow directors and the Company should you have further questions.

2024 In Review

Last year was a very positive year for IAMGOLD and its stakeholders and partners, as the Company achieved key milestones to better position IAMGOLD as a leading, modern, mid-tier gold producer built on a foundation of top tier gold assets with long mine life and significant organic growth potential. In 2024, IAMGOLD delivered solid operating performance of Essakane and Westwood, advanced its flagship mine Côté Gold into production, managed its capital structure to allow for the return to a larger ownership in Côté, and most importantly succeeded in improving its Health & Safety record year over year. These achievements, compounded by the de-risking of Côté, were recognized by the market with a total shareholder return in 2024 for IAMGOLD of 122% ranking 1^st among our peer performance group.

Leadership

At IAMGOLD we believe that people define our success. Last year was the second year of leadership by Renaud Adams as President and Chief Executive Officer. Under his experienced leadership, Mr. Adams and the management team were able to make significant strides towards the short- and medium-term strategies of the organization, targeting key opportunities to build IAMGOLD into a leading Canadian mid-tier gold producer. This included refinements to the organizational structure with the closure of the Brossard office and consolidation of corporate functions to the head office in Toronto to improve the accountability, flexibility and ability to respond to the demands of the business.

At the Board level, we believe that good governance goes beyond compliance – ensuring it is focused on responsible stewardship of the organization. The key board committees that oversee the strategy and risks of the business are 100% served by independent directors, ensuring objective decision-making that aligns with shareholder interests. Further, our Board is proud of its commitment to diversity, with 44% female representation and a broad range of industry and functional expertise. We remain dedicated to further strengthening our governance practices to reflect the evolving needs of our business and stakeholders.

Responsibility

IAMGOLD is committed to maintaining its culture of accountable mining through our aspirational vision of Zero Harm^® to uphold high standards in health and safety, minimize environmental impact, and build collaborative relationships with our host communities. In 2024, the Company advanced its ESG goals, including: meeting or exceeding leading and lagging health and safety targets, developing a biodiversity roadmap, developing a water stewardship framework, and ensuring zero significant environmental and community incidents. On May 15, 2024, the Company released its inaugural Tailings Management Report alongside the annual Sustainability Report. As a member of the Mining Association of Canada (“MAC”), the Company participates in the Towards Sustainable Mining (“TSM”) initiative at all its operations, including internationally at Essakane (Burkina Faso) – which exceeds MAC’s requirements of reporting only on Canadian operations. In the fourth quarter, the Company sought external

 

verifications of the TSM results for the Westwood and Essakane mines. The verification report indicated an ‘A’ level or higher for all indicators within all protocols. Côté Gold will begin reporting publicly against the TSM Assessment Protocols in 2026 as per MAC requirements.

As a Canadian business committed to responding to the Truth and Reconciliation Commission of Canada’s Calls to Action, the Company continues to take meaningful action towards reconciliation by respecting and upholding Indigenous rights, founded upon relationships that foster trust, transparency and mutual respect. In support of this commitment, management and the employees in Canada engaged in educational workshops focused on the historical and current context of Indigenous relations in Canada.

Operations & Development

2024 was a transformative year for Côté Gold, as the mine poured first gold on March 31, 2024, achieved commercial production on August 1, 2024, and saw continued improvements in throughput and gold production through the year. On behalf of the Board, I want to congratulate our operating teams for their commitment and dedication to the safe ramp up of what is one of the largest gold mines in Canada and a model for modern mining in our industry.

IAMGOLD finished 2024 with total attributable gold production of 667,000 gold ounces, a 43% increase from the prior year and in line with the guidance estimates which were raised mid-year. This strong performance was driven by the start of production at Côté Gold and the outperformance of Essakane and Westwood. At Essakane, the mine achieved the top end of raised guidance with strong, stable operations throughout the year. Meanwhile, the transformation of Westwood has been among the top mining success stories in 2024, as the last few years of redevelopment and rehabilitation resulted in the successful turnaround of the mine to become a strong cash flow contributor to IAMGOLD.

Our exploration teams also had a productive year as IAMGOLD was able to increase its global measured and indicated mineral resources, headlined by a substantial increase in ounces at the advanced exploration projects, Nelligan and Monster Lake, located in Chibougamau, Québec. Nelligan has seen remarkable growth with limited drilling, to where the deposit is among the largest gold projects in Canada with significant potential for further growth. Today approximately 80% of our measured and indicated ounces and 90% of global inferred ounces are located in Canada in well-established mining jurisdictions.

Finance

Another highlight of the year was the completion of the repurchase agreement with Sumitomo Metal Mining Co., Ltd. (“Sumitomo”) to return to the 70% interest level at Côté Gold. On behalf of the Board I want to once again thank Sumitomo for their support and look forward to our continued partnership as we work together to continue to unlock value at one of Canada’s premier gold camps. We further strengthened our balance sheet through strong operating results and a robust gold market, significantly reducing our existing gold prepayment arrangements, and renewed and upsized our credit facility providing additional financial flexibility.

Looking Forward

In the near term, our priorities for IAMGOLD are clear. The organization is focused on safe and stable operations of its mines, while ramping up Côté Gold to a steady, sustainable nameplate throughput rate of 36,000 tpd in the fourth quarter of this year. Further, we are focused on unlocking the potential at Côté Gold and Gosselin, through a comprehensive drilling program this year that combined with engineering and mine plan studies will support a revised technical report in 2026 to outline an optimized mine plan for a combined Côté Gold and Gosselin operation.

Côté Gold is a flagship mine that is advancing at an opportune time in the market and for IAMGOLD. The mine is one of the largest gold operations in Canada, and positions IAMGOLD as an innovation leader in our industry as

 

the first gold mining project in North America designed and built for autonomous haulage vehicles. Automation not only brings significant benefits in health and safety and operating efficiencies but is a considerable step forward in the evolution of modern mining and the skilled workforce of tomorrow.

In conclusion, to all our valued shareholders and stakeholders, thank you for your support and we look forward to your participation in the meeting. To the IAMGOLD team worldwide, thank you for your passion and dedication in driving positive change. Your hard work and unwavering commitment to safety have been instrumental in our success in 2024.

Sincerely,

David Smith

Chair of the Board of Directors

 

 

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general 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/MMDUMQ9, 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, 2024, 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 April 1, 2025, are entitled to receive notice of, and vote at, the Meeting and any adjournment or postponement thereof.

The Corporation will hold the Meeting in a virtual-only format, which will be conducted via live audio webcast, as it has done in recent years. 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.

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 2:30 p.m. (EDT) on May 2, 2025 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 15-digit Control Number located on the form of 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 is to be delivered.

DATED at Toronto, Ontario, this 3^rd day of April, 2025.

BY ORDER OF THE BOARD

Renaud Adams

President and Chief Executive Officer

 

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 general 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/MMDUMQ9, on Tuesday, May 6, 2025 at 2:30 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, 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.Sedarplus.ca 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 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 2:30 p.m. (EDT) on May 2, 2025 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.

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 persons duly appointed as 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

 

•

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

 

•

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.

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.

Step 2: Register your proxyholder

 

•

To register a proxyholder, Shareholders, MUST visit www.computershare.com/IAMGOLD by 2:30 p.m. (EDT) on May 2, 2025 (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 2:30 p.m. (EDT) on May 2, 2025 (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/MMDUMQ9. Such persons may then enter the Meeting by clicking “Shareholder” and entering the 15-digit Control Number located on the form of proxy 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.

 

•

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.

 

•

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, please refer to Virtual AGM User Guide provided to you with this Circular. Please refer to this document if you have difficulties logging into the Meeting website or attempt to log in as a guest. You will be able to log into the Meeting site up to 60 minutes prior to the start of the Meeting.

Registered Shareholders who encounter difficulties during the registration process or while accessing and attending the Meeting can contact Computershare at 1-888-724-2416 (local) or (781) 575-2748 (International). Please ensure you have the 15-digit Control Number located on the form of proxy if you require assistance from Computershare.

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:

 

•

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, 150 King Street West, Suite 2200, Toronto, Ontario, M5H 1J9, at any time up to and including the last business day preceding the day of the Meeting;

 

•

transmitting, by telephonic or electronic means, a revocation that complies with the instructions in the paragraph immediately 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

 

•

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.

 

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 April 1, 2025, there were 575,050,405 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 25% 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 April 1, 2025, 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 April 1, 2025, 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 2024 reported by the Bank of Canada of CAD$1.00 = US$0.73 was used, unless otherwise noted.

 

BUSINESS OF THE MEETING

ELECTION OF DIRECTORS

Shareholders will be asked to elect nine (9) directors:

 

•

Renaud Adams;

 

•

Christiane Bergevin;

 

•

Ann K. Masse;

 

•

L. Peter O’Hagan;

 

•

Kevin P. O’Kane;

 

•

David S. Smith;

 

•

Murray P. Suey;

 

•

Anne Marie Toutant; and

 

•

Audra Walsh.

Each director elected will hold office until the close of the next annual meeting of the Shareholders of the Corporation, unless their office is earlier vacated or until their successor is appointed or elected. See “Board of Directors”.

The Canada Business Corporations Act (the “CBCA”), the Corporation’s governing statute, provide Shareholders with a statutory right to vote for or against director nominees during uncontested elections. If any director nominee does not receive a majority of votes in favour of their election, such director nominee will not be elected to serve as a member of the Board. Any nominee that is an incumbent director who does not receive a majority of votes in their favour may remain in office until the earlier of (i) the 90^th day after the date of the election; and (ii) the day on which their successor is appointed or elected.

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 vote against the election of any nominee, the Common Shares represented by proxies received by management will be voted FOR each of the nominees set out in this Circular. The elected directors will hold office until the close of the next annual meeting of Shareholders, unless their office is earlier vacated or until their successor is appointed or elected.

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 April 1, 2025.

 

Summary of Board Composition

The Board, collectively, possesses skills and experience described in the table below, the majority having significant mining experience. It is anticipated that, following the Meeting, the Board will consist of nine (9) directors total, including four (4) female directors, or 44% of all directors, and eight (8) independent directors, or ~89% of all 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 since September 2021.

 

Board Experience

Mine Operations / Mine Engineering / Mineral Exploration

Corporate Governance

Executive Leadership / Strategic Planning

Legal / Compliance/Regulatory

Corporate Finance / Accounting & Audit / Risk Oversight

Human Resources Management / Compensation

Mergers & Acquisition

Project Development

Marketing / Communications / Investor Relations

Environment / Health/Safety / Corporate Social Responsibility

Information Technology / Cyber Security

Government / 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.

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

 

Amount in USD		2024		2023
Audit Fees (1)		2,074,000		1,861,000
Audit-Related Fees (2)		189,000		16,000
Tax Fees (3)		3,000		4,000
Other Fees (4)		0		222,000
Total USD		2,266,000		2,103,000

 

(1)	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)	Audit-related fees include the audit of the Québec pension plan, base shelf prospectus renewal and equity financing transaction.

(3)	The tax fees relate to tax compliance services.

(4)	Other fees, specifically for 2023, represent the Conflict Free Gold Assurance report, the Responsible Gold Mining Principals Assurance report.

 

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 3, 2025.

The Human Resources and Compensation Committee (the “HRCC”) and the Board will give due consideration to the results of the vote when determining future compensation policies, procedures and decisions 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.

 

For Additional Detail   See Appendix “B” to this Circular for the voting results at the annual and special meeting of Shareholders held on May 29, 2024 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.

 

 

 

 

 

 

 

 

 

 

CEASE TRADE ORDERS AND BANKRUPTCIES

Other than as set forth below, 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

 

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.

Mr. Adams served as a director of Monarch Mining Corporation (“Monarch”), a TSX list company, until March 31, 2023. Further to an application filed by one of Monarch’s creditors, Investissement Québec, on November 15, 2023, the Superior Court of Québec (Court) issued an order under the Companies’ Creditors Arrangement Act (CCAA) staying any legal proceedings against Monarch and appointing PricewaterhouseCoopers Inc. (PwC) as monitor of the business and financial affairs of Monarch. Further to its appointment, PwC initiated a sale and investment solicitation process for Monarch. This may have involved one or more restructurings, recapitalizations or other forms of reorganization of the operations and business of Monarch. Such sale and investment solicitation process culminated in potential transactions involving the sales of Monarch’s Beaufor, McKenzie Break and Swanson assets. The sale and investment solicitation process is ongoing while Monarch continues to operate under CCAA protection. Mr. Adams resigned from the Board on March 31, 2023, nearly eight months before the order of the Court placing Monarch under CCAA protection.

 

STATEMENT OF EXECUTIVE COMPENSATION

MESSAGE FROM THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

Dear Fellow Shareholders,

On behalf of the Board of Directors’ Human Resources and Compensation Committee (“the HRCC”), I am pleased to provide an overview of Board’s executive compensation decisions for 2024.

The compensation program’s broad framework which is summarized in the “Compensation Philosophy and Guiding Principles” section is designed to attract and retain topflight talent, calibrate pay according to corporate and individual performance, and manage risk through the design of our incentive programs. In addition, our Equity Compensation Plan (EIP) represents a significant portion of our executives’ incentive-based compensation, which directly links the pay of our executives to the value we create for our shareholders.

The Company’s Performance Evaluation Scorecard (Company Scorecard) is grounded in objective financial, operational, and ESG metrics. The fulfillment of the Company’s annual goals advances the Company’s progress toward achieving its strategic goal: to become a leading mid-tier, Canadian gold producer and modern mining company.

Organizational Changes

Significant organizational and talent changes were made in 2024. CEO, Renaud Adams and the Executive Leadership Team (ELT), with the support of the Board of Directors, made key organizational changes to build a more agile, integrated, and optimized mining company. These changes create executive accountability for and focus on the Company’s sustainable growth objectives.

The Company initiated the closure of the office in Brossard, Québec, and consolidated corporate functions and teams centred in Toronto. Further integration and optimization of the ELT was also a priority. As such, in 2025, Annie Torkia Lagacé assumed a newly defined position as Chief Legal and Strategy Officer, and Dorena Quinn was appointed to the newly created Chief People Officer position. And to enable more agile decision making, the Company appointed senior site leadership, reporting directly to Bruno Lemelin, COO, and better aligned supply chain roles under CFO Maarten Theunissen’s portfolio. These changes will enable IAMGOLD to work more efficiently and effectively to achieve key financial and operational imperatives moving forward.

2024 Company Scorecard

The Company Scorecard, which determines the payouts from the cash incentive program (CIP), is designed to encourage strong financial, operational and safety performance. The combination of appropriate key performance indicators (KPIs), performance targets, and payout curves encourages corporate performance that leads to a positive shareholder experience and discourages excessive risk taking.

The Company Scorecard is organized around four pillars: production, finance, project advancement and ESG. Each is weighted to reflect the strategic priorities for the year:

Production: An increased emphasis was placed on production, reflecting the progress achieved at Côté Gold. The Company Scorecard weighting increased to 35%, up from 20% in 2023.

Finance: The finance weighting was increased to reflect greater emphasis on cash flow and liquidity management objectives. The Company Scorecard weighting increased to 20%, up from 10% in 2023.

Project Advancement: The project advancement weighting was decreased as emphasis moved to production metrics for Côté Gold. The Company Scorecard weighting for 2024 was 25%, down from 50% in 2023.

 

ESG: Always a priority, the Company maintained and ESG Scorecard weighting of 20%. The Company’s executive long-term compensation program, the EIP, is paid in Performance Share Units (PSUs) which are calibrated to relative Total Shareholder Return (TSR) and Return on Invested Capital (ROIC), Restricted Share Units (RSUs), and Options.

2024 Compensation Decisions and Outcomes

Performance against the Company Scorecard was 118.3% of target. PSUs granted in 2022 vested at 150% of target, reflecting the relative performance of the Company’s TSR and ROIC metrics over the past three years. During this period, IAMGOLD had a total shareholder return of 102.3% ranking seventh among its relative peer performance group, as the transformation of the Company towards a leading mid-tier producer was rewarded by the market.

(Details of these compensation decisions for Named Executive Officers (NEOs) are presented in detail in the Compensation Discussion and Analysis that follows.)

The HRCC evaluated Renaud Adams’ performance against his individual performance objectives. Mr. Adams and the Committee also evaluated the performance of other NEO’s against their individual objectives. Mr. Adams’ individual performance goals had particular focus on strategy and implementation, visible and effective leadership, and the strength of corporate culture and values. Goals for the other NEO’s covered objectives related to their areas of responsibility including sustainable production at Côté Gold, liquidity and balance sheet, and organizational effectiveness.

Based on Company Scorecard performance of 118.3% and an individual performance factor of 125%, the Board awarded Mr. Adams a CIP payout of $1,347,819. He also received an EIP award of $2,253,125 based on an EIP target of 250% of base salary for his strong performance in executing IAMGOLD’s strategy. Mr. Adams’ leadership and focus on organizational and operational improvements have positioned IAMGOLD for continued success in 2025 and beyond.

In Closing

In 2025, IAMGOLD will continue to focus on unlocking the full potential of the Company’s assets and human capital to drive sustainable growth and deliver a rewarding shareholder experience.

On behalf of the HRCC and the Board of Directors, I would like to thank you for your continued support and confidence in IAMGOLD. The HRCC appreciates the time shareholders take to meet with IAMGOLD and share their views. We look forward to sharing our progress with you in the coming year.

Sincerely,

L. Peter O’Hagan (Chair)

 

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) describes IAMGOLD’s approach to executive compensation and outlines the compensation program, policies, objectives, processes, and decisions behind Named Executive Officers’ (NEOs) pay during the year ending December 31, 2024.

 

2024 Named Executive Officers

Renaud Adams		President and Chief Executive Officer (“CEO”)
Maarten Theunissen		Chief Financial Officer (“CFO”)
Bruno Lemelin		Chief Operating Officer (“COO”)
Dorena Quinn		Senior Vice President, People
Tim Bradburn		Senior Vice President, General Counsel and Corporate Secretary (Mr. Tim Bradburn served as Senior Vice President, General Counsel and Corporate Secretary from September 1, 2020 to February 2, 2025).

COMPENSATION PHILOSOPHY AND GUIDING PRINCIPLES

IAMGOLD’s compensation philosophy is built on a culture of performance. The Corporation’s rewards programs, based on guiding principles with pay for performance at the core, are directly aligned with the Corporation’s business strategies and objectives. In 2024, the IAMGOLD team made strong progress on the Corporation’s performance objectives and maximizing the potential of assets putting IAMGOLD on track to become a leading and modern Canadian-focused gold producer. This was achieved by a commitment to operational excellence, project execution, health and safety, talent development, stakeholder engagement, and generating value for shareholders.

The Corporation’s executive compensation program is designed to focus, inspire, and motivate the leadership team to ensure short- and long-term objectives are met.

 

Guiding Principles

With operational excellence propelling IAMGOLD forward, pay for performance is at the core of IAMGOLD’s approach to executive compensation. Rewards are tied to a clearly articulated set of guiding principles that align with the Corporation’s business strategies and objectives.

 

 

 

Components of Executive Compensation

IAMGOLD’s executive compensation program rewards different aspects of performance critical to the execution of the Corporation’s strategy. The objectives of each element are linked to IAMGOLD’s guiding principles and provide a competitive compensation program that attracts and retains key talent to deliver on short-term objectives and the long-term strategic plan.

 

Element		Objectives		Link to Guiding Principles		Design
Total Direct Compensation
Base  Salary		•  Recognize and reward skills, experience, and level of responsibility		✓  Pay for performance   ✓  Pay competitively   ✓  Well governed		Base salary is determined at the beginning of the fiscal year and considers the following 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.   Annual base salary increases are not guaranteed.
Cash Incentive Plan (CIP)		•  Reward achievement of short-term strategic priorities   •  Communicates the priorities across the business		✓  Pay for performance   ✓  Shareholder alignment   ✓  Support business strategy   ✓  Pay competitively   ✓  Well governed   ✓  Manage risk		CIP awards are based on the annual achievement of balanced scorecard performance objectives, representing a combination of financial, operational, growth, and ESG that can vary each year based on near term priorities, and individual performance goals determined by the CEO and the Board / Committee. Challenging performance targets are pre-defined in conjunction with the annual budgeting process.   •  The target CIP level is set as a percentage of base salary.   •  Award values range from 0% for below threshold performance to a maximum of 200% of the target value, depending on the actual performance achieved.   The HRCC reviews performance results and may apply their informed judgment to ensure final award values appropriately reflect performance.   CIP awards are performance-based and therefore the Corporation does not guarantee such payments to its Executives.
Equity Incentive Plan (EIP)		•  Motivate the sustained achievement of long-term goals   •  Reward performance that is aligned with the creation of long-term shareholder value   •  Align Executives’ share ownership with shareholder experience   •  Retain Executives critical to the execution of strategy		✓  Pay for performance   ✓  Shareholder alignment   ✓  Support business strategy   ✓  Pay competitively   ✓  Well governed   ✓  Manage risk		EIP grants have staggered and overlapping vesting schedules to ensure that Executives continually focus on future value creation.   Target grant value is expressed as a percentage of base salary.   The equity grant is allocated based on a target mix as follows:   •  50% performance share units – 3-year cliff vesting dependent on company 3-year performance achievement.   •  25% restricted share units – 3-year ratable vesting (vesting one-third per year starting on the first anniversary of the grant).   •  25% options – 3-year ratable vesting, 7-year term (vesting one-third per year starting on the first anniversary of the grant).   Performance share units (PSUs) support the retention of key Executives while providing a strong mid-term performance focus, with vesting conditional on 3-year relative TSR (75%) and ROIC (25%), which were selected as key indicators of long-term growth and value creation, in addition to absolute share price performance.   Restricted share units (RSUs) focus on the retention of key Executives, while doing so in a way that is aligned to shareholders through the link to share price performance.   Options provide a riskier, longer-term link to share price performance since they only have value to the extent there is share price growth.   Ultimate vesting and value achieved require continued employment and achievement of performance targets for PSUs and share price increases; therefore, the Corporation does not guarantee any EIP awards to its Executives.

 

Element		Objectives		Link to Guiding Principles		Design
Indirect Compensation
Benefits,  Pension,  and Perks		•  Provide benefits coverage and retirement savings for the well-being of Executives		✓  Pay Competitively		Executives participate in the same benefits provided to all employees which include health, dental 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 Executives, according to their employment agreements, as disclosed in the footnotes of the Summary Compensation Table.   The Corporation does not provide any loans to its Executives.

Target Total Direct Compensation

The table below summarizes the target total direct compensation arrangements in place as of December 31, 2024, for the active NEOs.

 

Named Executive Officers		2024 Base Salary					CIP Target(1)    % of Base Salary					EIP Target (2)    % of Base Salary					2024 Target Total Direct  Compensation
Renaud Adams CEO				$901,250					125	%				250	%			$	4,280,938
Bruno Lemelin COO				$600,320					80	%				160	%			$	2,041,088
Maarten Theunissen CFO				$525,280					80	%				150	%			$	1,733,424
Dorena Quinn Senior Vice President, People				$400,140					65	%				130	%			$	1,180,413
Tim Bradburn(3) Senior Vice President, General Counsel and Corporate Secretary				$449,904					65	%				130	%			$	1,327,217

 

(1)	CIP payouts range from 0% for below threshold performance to a maximum of 200% of target value, depending on the actual performance achieved.

 

(2)

EIP target is comprised of 50% PSUs, 25% RSUs, and 25% Options. PSUs are paid out based on performance conditions related to relative TSR and average ROIC performance targets over a 3-year period from 2025 – 2027. The payout ranges from 0% for below threshold performance to a maximum of 200% for above target performance.

 

(3)	Tim Bradburn served as Senior Vice President, General Counsel and Corporate Secretary from September 1, 2020 to February 2, 2025.

Consistent with the Corporation’s pay for performance philosophy, a significant portion of target compensation is “at risk”, with an emphasis on long-term incentives to align compensation with shareholder interests.

 

 

 

Benchmarking

The Corporation’s executive compensation programs are benchmarked against similar organizations and designed to attract and retain global talent and remain competitive in markets where the Corporation operates. The Corporation targets market median compensation for fully functioning incumbents for expected levels of performance. Market data serves as a reference point, along with other factors, to which the HRCC compares the compensation of each executive to the Peer Group to set executive compensation levels commensurate with performance and experience levels. The Peer Group is also used as a benchmark for compensation trends and market practices.

Peer Group

The HRCC works with WTW (the Committee’s independent compensation consultant, whose role is discussed further in “Compensation Program Oversight”) to create and maintain an appropriate Peer Group of relevant companies for comparison purposes. The Corporation considers organizations that are similar in size, scope and complexity of operations and are representative of the market within which it competes for executive talent.

When selecting comparators for IAMGOLD’s compensation Peer Group, the Corporation applies the following established criteria:

 

Factors		Selection Criteria
Industry		Companies with active mining operations with an emphasis on gold miners and multiple mine sites.
Geography		Headquartered in North America with international operations.
Size		Revenue generally within one-third to three times that of IAMGOLD.
Corporate Structure		Publicly traded on the TSX.

The composition of the Peer Group is regularly reviewed to determine if any changes are required. As a result of the 2024 review, the HRCC determined no changes were required given that the existing Peer Group remains robust.

 

IAMGOLD’s revenue was positioned at the 62^nd percentile of the 2024 Peer Group.

 

Company		Revenue      (FY2024)					Total Assets      (FY2024)					Market Cap      (as of 12/31/24)
Alamos Gold Inc.				$1,347					$5,336					$7,746
B2Gold Corp.				$1,902					$4,814					$3,212
Centerra Gold Inc.				$1,215					$2,265					$1,201
Dundee Precious Metals Inc.				$607					$1,421					$1,619
Eldorado Gold Corporation				$1,323					$5,836					$3,033
Equinox Gold Corp.				$1,514					$6,714					$2,291
Hudbay Minerals Inc.				$2,021					$5,488					$3,192
Kinross Gold Corporation				$5,149					$10,866					$11,403
Lundin Gold Inc.				$1,193					$1,527					$5,118
Lundin Mining Corporation				$3,423					$10,407					$6,655
New Gold Inc.				$925					$2,004					$1,973
Pan American Silver Corp.				$2,819					$7,203					$7,366
SSR Mining Inc.				$996					$5,189					$1,412
Torex Gold Resources Inc.				$1,116					$2,140					$1,692
IAMGOLD				$1,633					$5,374					$2,950
Percent Rank				62p					55p					46p

 

Dollar

amounts shown in this table are presented in millions of US dollars. Data is sourced from Standard & Poor’s Capital IQ.

 

COMPENSATION GOVERNANCE AND RISK MANAGEMENT

IAMGOLD’s compensation programs and practices were established to ensure strong alignment of pay with the long-term success of the organization. Key governance and risk mitigating features of the Corporation’s executive compensation program 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.

 

Guiding Principles		Governance and Risk Management Practices
Pay for Performance		•   Actual compensation may be higher or lower than target, depending on company and individual performance.   •   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; 79% for the CEO and 66% or more for other NEOs.
Shareholder Alignment		•   Executive compensation is directly affected by share price and PSUs vest and pay out based on relative TSR and ROIC.   •   Executive compensation programs incorporate measures tied to future success over various time horizons.   •   Share ownership guidelines extend through Vice President level, aligning their interests with the long-term performance of the organization and shareholder interests.
Support Business Strategy		•   Incentive compensation is tied directly to specific short- and long-term objectives to advance corporate strategy.   •   CIP incorporates a mix of financial, operational, growth and ESG measures.
Pay Competitively		•   Executive pay is benchmarked at market median (50th percentile) of IAMGOLD’s Peer Group for fully functioning incumbents for expected levels of performance.
Well Governed		•   The Board considers all information and approves final performance results under the recommendation of the HRCC and Management, and may exercise informed judgment to adjust calculated amounts of the incentive plan formulas up or down based on its assessment of the risk assumed to generate the results as needed to ensure overall compensation outcomes appropriately reflect performance results.   •   Cross memberships on committees provide a link between the Committees’ respective oversights. The overlapping membership helps provide context of common activities that may impact multiple committees and ultimately better manage risk. In addition, all committees review CIP metrics and assessments related to their respective accountabilities.   •   Incentive plan processes are well governed with annual reviews by internal audit.   •   An independent compensation consultant 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.
Manage Risk		•   Compensation is aligned with the risk profile of the Corporation.   •   CIP awards, and multiplier for PSU awards range from zero to 200% of target, and is capped at 200%.   •   If the Corporation’s TSR outperforms the index, but is negative, the payout multiplier for the relative TSR portion of the PSU award will be capped at 100%.   •   An annual compensation program risk assessment is conducted by an independent compensation consultant.   •   Clawback Policy complies with NYSE listing requirements and applies to current and former executive officers in the event of a restatement.   •   Anti-hedging policy is in place.   •   Performance is assessed using a disciplined approach of pre-set measures with a pre-defined range of performance each year.   •   Effective November 2022, all new executive agreements include double trigger vesting upon a change of control.

The compensation framework clearly prohibits:

 

•

Repricing or backdating of options.

 

•

Hedging or monetizing of equity awards.

 

•

Multi-year guarantees in employment agreements.

 

•

Severance provisions of more than two years on termination following a change of control, or single trigger vesting of equity awards for those employed under existing executive agreements.

 

Risk Assessment

The HRCC and the Board regularly review and evaluate potential risks to the Corporation resulting from executive compensation based on an assessment framework that includes:

 

•

Pay philosophy and practices

 

•

Design of the programs

 

•

Performance measurement

 

•

Compensation governance

In 2024, the HRCC engaged WTW to update the compensation program risk assessment. Based on this review, neither the HRCC nor the Board has identified any potential risks associated with the compensation policies or practices of the Corporation that would be reasonably likely to have a material adverse effect on the Corporation.

Clawback Policy

In compliance with NYSE listing requirements, the Corporation’s Clawback Policy addresses restatements of the Corporation’s financial results due to material non-compliance with financial reporting requirements under securities laws. In the event of such a restatement, the Corporation will recover any amounts paid to current and former executive officers within the prior three-year period for incentive-based compensation received by the executive officer that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined on the restated amount. The policy covers all incentive-based compensation (including any cash or equity compensation) that is granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure.

In addition, if a restatement or adjustment results from an act of fraud, misrepresentation, malfeasance, or gross negligence on the part of the executive, the executive 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 may be further disciplined up to or including termination for cause.

Anti-Hedging Policy

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

Executive Share Ownership Guidelines

IAMGOLD has share ownership guidelines to further align Executives and shareholder interest. The guidelines vary by executive level and are defined as a multiple of base salary. Share ownership includes the accumulation of common shares, as well as unvested RSUs and PSUs. The ownership level is to be attained within three years of the later of joining the Corporation and appointment to the applicable executive level.

The 2024 executive share ownership guidelines are as follows:

 

Executive Position/Level		Share Ownership Target Effective in 2024 (multiple of base salary)
CEO				3.0
COO / CFO				2.0
Senior Vice President				1.5
Vice President				1.0

 

As of December 31, 2024, all active NEOs met their share ownership guidelines as indicated below:

 

Named Executive Officers		Share Ownership Target					Share Ownership															% Ownership Guideline Achieved through Common Shares and Vested RSUs
		Multiple of Base Salary					Total Value at Dec. 31, 2024 (1)					Multiple of Base Salary					Total % Ownership Guideline Achieved
Renaud Adams CEO				3.0					$6,959,426					7.7					257%					91%
Bruno Lemelin COO				2.0					$3,511,559					5.8					292%					40%
Maarten Theunissen CFO				2.0					$2,564,074					4.9					244%					49%
Dorena Quinn Senior Vice President, People				1.5					$2,058,645					5.1					343%					54%
Tim Bradburn (2) Senior Vice President, General Counsel and Corporate Secretary				1.5					$2,562,776					5.7					380%					38%

 

(1)	The value of common shares, RSUs and PSUs are based on December 31, 2024 closing price of $7.43 on the TSX, the last trading day of 2024.

 

(2)	Tim Bradburn served as Senior Vice President, General Counsel and Corporate Secretary from September 1, 2020 to February 2, 2025.

Effective January 1, 2025, the executive share ownership guideline policy was amended to remove unvested PSUs from counting toward compliance, and to increase the time within which executives must achieve the required level of shareholding from three to five years.

COMPENSATION PROGRAM OVERSIGHT

IAMGOLD has a strong foundation of good governance practices and oversight that strengthen risk mitigation and support IAMGOLD’s pay for performance philosophy.

Role of HRCC

The HRCC assists the Board in approving and monitoring IAMGOLD’s executive compensation practices, including the administration of the EIP.

The HRCC is 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 consists of directors who are knowledgeable about issues related to human resources, talent management, compensation, governance and risk management. To ensure good governance and mitigate risk in the HRCC’s oversight responsibilities, the HRCC collectively has overlapping committee membership across all of IAMGOLD’s Board Committees (Audit and Finance, Nominating and Governance, Technical and Sustainability).

As of the date of the Circular, the HRCC is composed of the following independent directors:

 

•

L. Peter O’Hagan (Chair)

 

•

Christiane Bergevin

 

•

Anne Marie Toutant

 

•

Audra Walsh

 

Collectively, the members of the HRCC have experience in human resources and executive compensation by virtue of their extensive tenures as Senior Executives of publicly traded companies and/or members of boards and human resources/compensation committees of other public companies. For more details on the background of the HRCC members, see “Board of Directors”.

As part of its Board approved mandate, the HRCC reviews the following each year:

 

HRCC Mandate
CEO, Executive and Director Compensation		Plan Administration		Oversight of Practices
• Recommends to the Board for approval, the goals of the CEO and with the assistance of the CEO, the 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 reports results to the Board.   • Recommends to the Board for approval, the salary, and incentive awards for the CEO, based on performance.   • Reviews the CEO’s recommendations for the other Executives’ compensation and makes recommendations to the Board for approval.   • Reviews directors’ compensation and recommends any changes to the Board.		• Oversees the Corporation’s incentive compensation plans.   • Reviews the operation and administration of the Corporation’s retirement benefit plans.   • Reviews executive employment agreements to avoid any unwarranted, excessive payments and perquisites, if appropriate, recommends any changes to the Board for approval.   • Reviews and recommends to the Board any disclosure related to executive compensation.		• Reviews and reports to the Board on the Corporation’s organizational structure, implementation of executive succession programs, total compensation practices and talent management practices and policies.   • Reviews and assesses potential risks arising from talent management, succession planning and the Corporation’s human resources and compensation policies and practices with respect to Executives.   • Supports management on shareholder outreach and communications related to human resources and executive compensation matters.
2024 HRCC Meeting Highlights
The HRCC met 7 times in 2024. 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 alignment with the Corporation’s strategic priorities.   • Approved the peer group of issuers that is to be used for executive compensation benchmarking purposes under the advisement of the Corporation’s independent compensation consultants, WTW.   • Recommended to the Board for approval the executive compensation incentive plan design for CIP and no material changes to the EIP for 2025. Approved CIP and EIP awards based on 2025 approved budgets and the corporate strategy adopted by the Board.   • Assessed the 2024 performance of Executives against their individual objectives and the executive compensation plan.   • Recommended to the Board for approval of 2024 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.   • Reviewed various human capital topics, policies and programs including:   –  Executives’ compliance with their minimum share ownership guidelines.   –  Non-executive base salary increase budget for 2025.   –  Succession plans for the CEO and other Executives and updated development plans.   –  Potential for any material risks arising from the executive compensation plan.   –  Overview of pension, benefits and wellness program initiatives.   –  Discretionary equity plan pool awards and program overview.   –  Human capital priorities update, including a review of workforce talent and EDI trends and key performance indicators.   –  EDI initiatives.