Fabiana Chubbs
About Fabiana Chubbs
Independent director (age 59) based in Vancouver, BC; director of LAC since 2023 (previously a director of “Old LAC” from June 2019 to October 2023). Former CFO of Eldorado Gold (2011–2018), after leading Treasury and Risk Management; earlier Senior Manager at PwC Canada (audits of public mining/tech), and prior roles at PwC Argentina and IBM. She holds dual degrees from the University of Buenos Aires (CPA and BBA) and is a Chartered Professional Accountant (Canada). LAC identifies her as an audit committee financial expert with deep experience in accounting, risk management, and Sarbanes-Oxley controls .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eldorado Gold Corporation | Chief Financial Officer | 2011–2018 | Led finance; prior to CFO, led Treasury & Risk Management |
| PwC Canada | Senior Manager (Audit) | ~10 years (pre-2007) | Audits of public mining and technology companies |
| PwC Argentina; IBM (Argentina) | Various roles | Early career | Accounting/technology experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Gold, Inc. (NASDAQ: RGLD) | Independent Director | Since Nov 2020 (Class III – term to 2026) | Audit Committee member; Audit Committee Financial Expert; anticipated addition to CNG Committee while continuing Audit in 2025 |
Board Governance
- Independence: Board-determined independent director; Audit & Risk (A&R) and Compensation & Leadership (C&L) Committees comprised entirely of independent directors; G&N Committee also entirely independent .
- Committee assignments: Chair, Audit & Risk Committee; Member, Governance & Nomination (G&N) Committee .
- Attendance: 100% attendance at Board and committee meetings in 2024 (Board held 10 meetings; A&R 4; G&N 3) .
- A&R scope under her chairship: oversees financial reporting integrity, internal control systems, internal audit, auditor independence/performance, and financial compliance; meets in-camera with CFO, external auditor, and internal controls auditor each meeting .
- G&N scope: director nominations, board composition/skills, and corporate governance policies and practices .
- Lead Independent Director: Yuan Gao; independent director executive sessions held at every Board and committee meeting .
Fixed Compensation (Director)
| Component (2024) | Cash ($) | Share-Based ($) | Notes |
|---|---|---|---|
| Board retainer | 55,000 | 100,000 | Independent director fee is $155,000/yr with min $90,000 in DSUs; her 2024 split shown here |
| Committee retainers | 25,000 | – | A&R Chair ($20k) + G&N member ($5k) |
| Meeting fees (>10 combined) | 8,000 | – | $1,000 per excess meeting |
| Total (2024) | 88,000 | 100,000 | Grand total $188,000 |
- DSUs are the standard equity form for directors; a minimum of $90,000 of the independent director fee is payable in DSUs; DSUs are typically settled at the end of board tenure .
Performance Compensation
- No performance-based director compensation is disclosed. Director equity is delivered via DSUs (service-based), not tied to operational or TSR metrics .
Recent director DSU grants and ownership changes (Form 4 filings):
| Transaction Date | Filing Date | Type | Units | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-04-10 | 2025-04-14 | Award (DSUs) | 8,116 | 0 | 71,273 | |
| 2025-04-30 | 2025-05-05 | Award (DSUs) | 11,151 | 0 | 82,424 | |
| 2025-07-30 | 2025-07-30 | Award (DSUs) | 11,602 | 0 | 94,026 | |
| 2025-10-22 | 2025-10-23 | Award (DSUs) | 4,913 | 0 | 98,939 |
(Form 3 filed 2024-12-31 reported 8,816 common shares and 63,157 DSUs as of that date; see Equity Ownership below) .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| Royal Gold, Inc. | Independent Director | Audit Committee member; Audit Committee Financial Expert; expected to join CNG Committee in 2025 while remaining on Audit . |
No disclosed interlocks or related-party ties through her external board to LAC’s counterparties .
Expertise & Qualifications
- Financial expert (SEC “audit committee financial expert”); extensive CFO and audit background; SOX controls and risk management expertise .
- Deep mining industry experience across finance and operations oversight; international exposure .
- Education: CPA (Canada), BBA and CPA bachelor’s degree (University of Buenos Aires) .
- At Royal Gold: Audit Committee member and financial expert, reinforcing public-company financial oversight credentials .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | Composition Details | % of Shares Outstanding |
|---|---|---|---|
| 2024-12-31 | Form 3: 8,816 common; 63,157 DSUs | Initial U.S. reporting baseline as new domestic issuer | N/A (Form 3) |
| 2025-04-15 (Record Date) | 80,089 | Includes 71,273 DSUs; remainder in common shares | Less than 1% |
- Insider trading/ownership policy: hedging and pledging of Company securities is prohibited; directors must preclear trades and observe blackout periods .
- Stock ownership guidelines: Non-executive directors must hold Common Shares equal to 5x their annual cash retainer within five years of joining the Board; DSUs count toward the guideline .
- Annual Code of Conduct certification: all directors certified compliance for year ended Dec 31, 2024 .
Potential Conflicts & Related-Party Exposure
- Independence: LAC affirms Ms. Chubbs is independent under SEC/NYSE and Canadian standards; all A&R and C&L members are independent; G&N composed entirely of independents .
- Related-party transactions: LAC discloses related transactions mainly with GM/Orion; no transactions involving Ms. Chubbs are disclosed since Jan 1, 2023; conflicts must be declared and conflicted directors recused; special independent committees formed as needed .
- Policy safeguards: prohibitions on hedging/pledging and a Clawback Policy for incentive compensation recovery are in place .
Governance Assessment
- Strengths:
- Highly qualified financial expert chairing Audit & Risk; strong internal controls oversight with routine in-camera sessions and auditor/CFO access .
- Independent status with 100% attendance; demonstrates engagement and reliability for oversight during a critical project-finance/construction phase .
- Director equity paid via DSUs and ownership guidelines promote alignment; DSUs settle at end of tenure, encouraging longer-term perspective .
- Watch items:
- External board workload (Royal Gold Audit Committee) warrants normal monitoring, though also additive to financial oversight expertise; no conflict disclosed .
- LAC board includes a significant strategic partner representative (GM); continued vigilance on committee independence and related-party oversight (which are in place) is appropriate .
Summary: Chubbs brings seasoned CFO/audit depth, chairs the key A&R Committee, and maintains strong attendance and independence. Compensation is standard and DSU-heavy, aligning with shareholders. No personal related-party issues disclosed; policy architecture (clawback, no hedging/pledging) is robust, supporting investor confidence .
Director profile; committees; external directorship
Independence determinations; Lead Independent Director
Committee participation table; audit committee financial expert note
Director fee schedule; DSU minimum; meeting fees
Director compensation table; DSU settlement and holdings
Code of Conduct; director compliance certifications
Attendance; meeting counts; committee meeting counts
Audit & Risk Committee composition and responsibilities; in-camera practices
G&N Committee composition and responsibilities
Stock ownership guidelines; clawback; no hedging/pledging
Ownership guideline update details
Beneficial ownership table (as of April 15, 2025)
Notes on DSU components in beneficial ownership
Related-party policy and process
GM transactions summary; governance around related-party matters
Royal Gold 2025 proxy – Chubbs current roles and Audit/CNG committees
Royal Gold 2024 proxy – continuing director, Audit Committee role, financial expert
Insider Form 4 sources:
- 2024-12-31 Form 3:
- 2025-04-14 (DSU award):
- 2025-05-05 (DSU award):
- 2025-07-30 (DSU award):
- 2025-10-23 (DSU award):