Edward Grandy
About Edward Grandy
Edward Grandy is Senior Vice President, General Counsel and Corporate Secretary of Lithium Americas Corp. (LAC), serving since the 2023 Separation (October 2023). He is age 56, with prior roles as General Counsel of Barrick’s copper business (2012–2018) and earlier legal leadership at Barrick since 2006; previously an attorney and shareholder at a leading Mountain‑State law firm. He holds a BA from Middlebury College and a JD from Emory University and is a former chair of the Utah State Bar’s Energy, Natural Resources & Environmental Law Section . Company performance drivers affecting incentive pay include a 2024 corporate scorecard that paid out at 128% of target and PSUs tied to relative TSR; as of December 31, 2024, absolute and relative TSR trended at 0% for in‑flight grants (which would reduce PSU payouts absent improvement) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lithium Americas (Old LAC) | Vice President, Legal & Regulatory Affairs | 2018–Oct 2023 | Led legal/regulatory matters through the 2023 Separation; supported permitting and project development . |
| Barrick Gold | General Counsel, Copper Business | 2012–2018 (at Barrick since 2006) | Oversaw legal for global copper business; project development and regulatory compliance . |
| Leading Mountain‑State Law Firm | Attorney and shareholder | Pre‑2006 | Natural resources, environmental and regulatory law; foundation for subsequent in‑house leadership . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Utah State Bar (Energy, Natural Resources & Environmental Law Section) | Former Chair | n/a | Professional leadership in ENREL topics relevant to mining and permitting . |
Fixed Compensation
| Element | Details | Edward-specific disclosure |
|---|---|---|
| Base salary | Reviewed annually vs peer benchmarks; market median philosophy . | Not individually disclosed (not a Named Executive in 2024) . |
| Retirement | 401(k)/RRSP employer match up to 4% subject to plan limits . | Applies to U.S./Canada employees; individual dollar amounts not disclosed for Grandy . |
| Health & benefits | Health, dental, life, critical illness, disability; wellness account . | Applies generally to executives; perquisites not separately itemized for Grandy . |
| Ownership guidelines | Effective Jan 1, 2024: CEO 5x salary; all other executives 5x; directors 5x cash retainer; 5-year compliance window . Note: earlier overview referenced 3x for non-CEO execs; policy update supersedes . | Specific compliance status vs salary not disclosed . |
| Hedging/pledging | Prohibited; strict blackout windows and preclearance; clawback policy in place . | Applies to all insiders; GC (Grandy) co-administers policy . |
Performance Compensation
Incentives are weighted toward at-risk pay via annual STIs (cash + RSUs) and LTI (50% RSUs, 50% PSUs). STIs are 50% cash and 50% RSUs that vest 60 days after grant; targets range from 60% (certain executives) up to 100% (CEO/Executive Chair). LTIs generally vest over three years (RSUs 1/3 annually; PSUs cliff vest at 3 years on relative TSR) .
2024 Corporate Scorecard (drives STI outcomes)
| Category | Weight | Corporate Score (0–200%) | Highlights |
|---|---|---|---|
| HSE & ESG | 20% | 38% | TRIF 0.722; zero reportable environmental incidents; governance upgrades; ESG report . |
| Corporate Strategy | 50% | 43% | Closed $2.26B DOE loan (Oct 2024); GM JV at Thacker Pass; mitigated dilution vs prior equity plan . |
| Project Execution | 30% | 48% | Advanced Thacker Pass to major construction readiness; permitting progress; ~50% detailed engineering . |
| Total | 100% | 128% | Aggregate 2024 score used to determine STI . |
PSU Design and Payout Curve (applies to executives)
| Metric | Measurement | Payout |
|---|---|---|
| Relative TSR vs performance peer group | Three equally weighted cumulative periods: 1Y, 2Y, 3Y | Below 25th pct = 0x; 50th = 1.0x; 75th+ = 2.0x; linear interpolation . |
| Status as of 12/31/2024 | Absolute and relative TSR tracking at 0% for 2024 PSU threshold disclosure | Threshold numbers shown for outstanding PSUs as of 12/31/2024 . |
Note: Edward Grandy’s personal STI/LTI targets and payouts are not separately disclosed (he was not a 2024 Named Executive) .
Equity Ownership & Alignment
| Item | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 151,178 | As of April 15, 2025 Record Date . |
| LAC shares outstanding (Record Date) | 218,686,462 | Used for ownership percentage calculation . |
| Ownership as % of outstanding | ~0.07% | 151,178 / 218,686,462; below 1% threshold disclosed in proxy . |
| RSUs exercisable within 60 days (included above) | 49,840 | Reflects near-term vesting/settlement window . |
| Hedging/pledging | Prohibited | Policy bans hedging/pledging by insiders . |
| Ownership guideline | 5x base salary for executives; 5-year compliance | Updated effective Jan 1, 2024 . |
| Trading controls | Blackouts; preclearance by CFO or GC | Applies to all insider trades . |
Section 16 administration note: Edward Grandy is designated as attorney‑in‑fact on certain insider Form 3/4/5 filings, indicating a governance role in SEC reporting compliance .
Employment Terms
| Topic | Company policy / Disclosure | Edward-specific notes |
|---|---|---|
| Employment agreement | Specific severance/CoC terms disclosed for CEO, Executive Chair, and EVP Capital Projects; include salary multiples, STI multipliers, accelerated vesting . | No individual employment agreement terms disclosed for Grandy in 2024 proxy . |
| Change‑of‑control (CoC) | Double‑trigger CoC economics for some NEOs; immediate vesting per Plan on qualifying events . | Not disclosed for Grandy . |
| Clawback | Incentive Compensation Recovery policy for restatements or misconduct with material adverse effect . | Applies to all executives . |
| No option repricing | No repricing of outstanding options or equity awards . | Applies company‑wide . |
| Equity vehicle mix | Company favors RSUs/PSUs over options for executives . | Applies company‑wide . |
Performance & Track Record (Context for Incentive Design)
- Strategic milestones in 2024: Closed a $2.26B DOE ATVM loan (Oct 2024), executed GM JV with $625M of cash/LCs for a 38% Thacker Pass stake, and achieved fully funded status and FID for Phase 1 on April 1, 2025 .
- 2024 STI corporate scorecard payout at 128% reflects progress on financing and project execution (with TSR‑linked PSUs aligning long‑term outcomes) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; strong trading controls mitigate misalignment and reduce forced‑sale risk .
- PSU vesting based on relative TSR constrains windfalls and may reduce payouts if performance lags peers (tracking at 0% as of 12/31/2024 for disclosure purposes) .
- No related‑party transactions disclosed involving Edward Grandy; related‑party items center on GM JV, with governance measures noted .
Compensation Peer Group (Benchmarking Context)
2024 compensation peer group includes lithium producers (e.g., Sigma Lithium, Arcadium), specialty chemicals (e.g., Tronox, Ecovyst), and mining peers (e.g., SSR Mining, MP Materials), supporting market‑median pay targeting .
Investment Implications
- Alignment: Grandy’s role as GC/Corporate Secretary, ownership position (151k shares with 49.8k RSUs near exercisability), and a 5x‑salary ownership guideline with no hedging/pledging support strong alignment; blackout and preclearance reduce tactical trading risk .
- Incentive quality: Executive incentives emphasize at‑risk pay with RSUs/PSUs and a robust corporate scorecard; TSR‑based PSUs tether longer‑term outcomes to shareholder returns, limiting pay if performance underwhelms peers .
- Selling pressure: Near‑term RSU settlements (e.g., STI RSUs and time‑vested RSUs vesting on 1/3 annual cadence) can create episodic supply; policies constrain timing, and TSR‑linked PSUs (currently tracking low) temper 2027‑dated issuance unless performance improves .
- Disclosure gap: Individual severance/CoC economics and precise STI/LTI targets for Grandy are not disclosed, limiting precision on his downside protection and retention incentives; monitoring future proxies/8‑Ks for any amendments is prudent .