5 5 1 Compensation Philosophy and Objectives The “Named Executive Officers” for purposes of this Circular (being the President & Chief Executive Officer, the Chief Financial Officer and the other three most highly compensated officers of the Corporation) are: (i) Mr. Paul Brink, President & Chief Executive Officer, (ii) Mr. Sandip Rana, Chief Financial Officer, (iii) Mr. Lloyd Hong, Chief Legal Officer & Corporate Secretary, (iv) Mr. Eaun Gray, Senior Vice President, Business Development, and (v) Mr. Jason O’Connell, Senior Vice President, Diversified. During 2021, Mr. O’Connell held the title of Senior Vice President, Energy which was changed to Senior Vice President, Diversified, effectiv e January 1, 2022, to reflect Mr. O’Connell’s expanded mandate for business development activities in diversified mining commodities in addition to Energy. The specific objectives of the Corporation’s compensation program for its officers are as follows: t o attract and retain talented officers; t o align the interests of officers with those of the Corporation’s shareholders; and t o link individual compensation to the performance of both the Corporation and t he performance of each individual officer. The Corporation’s compensation program is designed to reward officers for: superior corporate performance relati ve to pre-set internal objectives; superior corporate performance relative to an external performance index; and exceptional levels of individual performance consistent with, and contributin g t o the achievement of, the Corporation’s strategic objectives. In order to achieve the above objectives, the key structural features of the Corporation’s compensation program are as follows: incentive compensation comprises a majority of overall compensation; long-term, at-risk share-based compensati on comprises a majority of incentive compensation; and t he value of long-term, at-risk share-based compensation is linked directly to t he medium and long-term growth of the Corporation’s share price. Performance benchmarks must be achi eved in order for performance-based share compensation to vest.
