Aubree Barnum
About Aubree Barnum
Aubree Barnum is Vice President, Human Resources at Lithium Americas Corp. (LAC), serving in this role since the company’s Separation in October 2023; previously she was Vice President, Human Resources at “Old LAC” from November 2021 to October 2023. She has 14+ years of human resources leadership experience across municipal and mining organizations, holds a BA in Human Physiology from the University of Oregon and an MBA in Human Resource Management from Columbia Southern University, and is a SHRM Certified Professional (CP) and a member of the National Society for Leadership and Success. At LAC, the HR function (led by the VP HR) chairs the internal Management Compensation Committee overseeing compensation below the executive level, with STI/LTI programs that include RSUs and PSUs tied to relative TSR, stock ownership guidelines, and prohibition on hedging/pledging.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lithium Americas Corp. (post-Separation) | Vice President, Human Resources | Oct 2023–Present | HR leadership for LAC following corporate Separation; leads internal Management Compensation Committee for non-executive compensation |
| Lithium Americas Corp. (Old LAC) | Vice President, Human Resources | Nov 2021–Oct 2023 | HR leadership in mining industry contexts |
| Nevada Copper Corp. | Vice President, Human Resources | Nov 2020–Oct 2021 | Senior HR oversight at a mining company |
| Nevada Copper Corp. | Human Resources Director | Oct 2018–Nov 2020 | HR leadership role establishing and executing HR programs |
External Roles
| Organization | Role | Years |
|---|---|---|
| Society for Human Resource Management (SHRM) | Certified Professional (CP) | Ongoing |
| National Society for Leadership and Success | Member | Ongoing |
Fixed Compensation
- LAC is an emerging growth company and smaller reporting company; the DEF 14A provides detailed compensation disclosure for Named Executive Officers (NEOs) only. Barnum’s individual base salary, bonus targets, and payouts are not separately disclosed.
Performance Compensation
- Program architecture applicable to executive officers (including VP-level) is summarized below. Where specifics vary by role, LAC provides examples for NEOs; Barnum-specific targets/payouts are not disclosed.
Short-Term Incentive (STI) – Company Program
| Metric | Weighting | Target (as % of Base Salary) | Payout Range | Composition | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate & Individual Goals | Role-dependent: e.g., CEO/Executive Chair 100% corporate; some roles 80% corporate/20% individual | Role-dependent range: 60% (certain executives) to 100% (CEO/Executive Chair) | 0–200% of target | Typically 50% cash and 50% RSUs | Cash paid in Feb following performance year; RSUs granted around April and vest 60 days post-grant (per NEO STI RSUs) |
Long-Term Incentive (LTI) – Company Program (2024 Design)
| Instrument | Weighting | Performance Metric | Vesting | Payout Cap |
|---|---|---|---|---|
| RSUs | 50% | N/A (time-based) | 1/3 annually over 3 years | Up to 200% of target (program cap) |
| PSUs | 50% | Relative TSR vs peer group | Cliff vest after 3-year performance period | Up to 200% of target (program cap) |
Performance Peer Group (for PSU Relative TSR)
| Peers |
|---|
| Albemarle Corporation; Arcadium Lithium plc; Piedmont Lithium, Inc.; Mineral Resources Limited; TETRA Technologies, Inc.; Standard Lithium Ltd; Pilbara Minerals Limited; MP Materials Corp.; Ioneer Ltd.; Compass Minerals International, Inc. |
Equity Ownership & Alignment
Beneficial Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 76,757 |
| Shares outstanding (reference) | 218,686,462 (as of Apr 15, 2025) |
| Ownership % of shares outstanding | ~0.035% (76,757/218,686,462) |
Policy Alignment and Restrictions
- Stock ownership guidelines: Executive officers must hold shares equal to 3x base salary; compliance within five years of appointment.
- Clawback: Incentive Compensation Recovery Policy allows recoupment of RSUs, DSUs, PSUs, and options in the event of restatement or misconduct with material adverse effect.
- Trading policy: Preclearance required; routine blackout periods; prohibits trading when in possession of MNPI.
- Hedging & pledging: Prohibited for all insiders (directors, executive officers, employees).
- No repricing: The Company does not reprice options or equity awards.
Employment Terms
- Barnum-specific employment agreement terms (severance multiples, change-of-control triggers, non-compete specifics) are not disclosed in the DEF 14A. Company-wide governance frameworks above apply (clawback, insider trading, hedging/pledging prohibitions, ownership guidelines).
Financial and Operating Context
Annual financials (context for incentive alignment):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA (USD) | -$60,056,000* | -$28,615,000* | -$28,252,000* |
| Net Income (USD) | -$67,798,000* | -$5,088,000* | -$42,528,000* |
Quarterly financials (most recent four quarters):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| EBITDA (USD) | -$9,910,000* | -$6,524,000* | -$7,838,000* | -$9,692,000* |
| Net Income (USD) | -$21,173,000* | -$10,702,000* | -$12,447,000* | -$197,684,000* |
Values retrieved from S&P Global.*
Investment Implications
- Alignment: Barnum holds 76,757 shares (~0.035% of outstanding), and is subject to stringent ownership guidelines (3x base salary within five years) and a robust clawback policy—supporting long-term alignment and downside accountability.
- Selling pressure risk: STI awards are split between cash and RSUs, with the STI RSU portion vesting 60 days after grant—creating potential near-term liquidity events; however, three-year RSU and PSU vesting schedules promote retention and discourage immediate selling.
- Execution incentives: The 50/50 RSU/PSU LTI mix with PSU vesting tied to relative TSR against a lithium/mining peer set directly links pay to shareholder outcomes, a positive design for pay-for-performance.
- Governance safeguards: Prohibitions on hedging/pledging, mandatory preclearance/blackouts, no repricing, and explicit clawback language collectively reduce misalignment and governance risk.
- Financial backdrop: With ongoing negative EBITDA and net losses in recent periods (see tables), PSU outcomes will hinge on relative TSR rather than absolute profitability, placing emphasis on market-relative performance and project execution milestones. Values retrieved from S&P Global.*
Monitoring priorities: Track upcoming proxy updates for Barnum-specific STI/LTI targets/payouts, Form 4 filings for any RSU deliveries/sales around grant dates, and project catalysts impacting relative TSR within the disclosed peer group.