Jonathan Evans
About Jonathan Evans
Jonathan Evans, 55, is President & CEO of Lithium Americas Corp. and a non‑independent director since the October 2023 separation; he previously served as a director of Old LAC (June 2017–Oct 2023), President (Aug 2018–Oct 2023) and CEO (May 2019–Oct 2023) . He holds a B.S. in Mechanical Engineering (Clarkson University) and an M.S. from Rensselaer Polytechnic Institute; he also served as a U.S. Army Armor/Cavalry officer and held senior roles at FMC’s Lithium division, DiversiTech, Arysta LifeScience, AMRI and GE . Under his leadership in 2024–2025, LAC closed a $2.26B DOE ATVM loan (Oct 2024), formed a $625M GM JV for 38% of Thacker Pass, and reached fully funded status and FID on April 1, 2025; the corporate scorecard achieved 128% for 2024 performance, while 2024 PSU absolute and relative TSR were tracking at 0% as of year‑end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lithium Americas (Old LAC) | Director | Jun 2017 – Oct 2023 | Board oversight during growth and separation planning . |
| Lithium Americas (Old LAC) | President | Aug 2018 – Oct 2023 | Led corporate operations and strategy . |
| Lithium Americas (Old LAC) | Chief Executive Officer | May 2019 – Oct 2023 | Guided financing/partnering and U.S. focus pre‑separation . |
| FMC Corporation (Lithium Division) | VP & GM | Not disclosed | Lithium operating leadership (prior experience) . |
| DiversiTech (Permira portfolio) | Chief Operating Officer | Not disclosed | Portfolio company value creation (prior experience) . |
| Arysta LifeScience; AMRI; General Electric | Executive roles | Not disclosed | Operations/general management (prior experience) . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Other public company boards | None disclosed | — |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Base Salary ($) | 600,000 | 650,000 | 666,250 |
| Target Short‑Term Incentive (% of salary) | Not disclosed | 100% | 100% (unchanged) |
| Target Long‑Term Incentive (% of salary) | Not disclosed | 150% | 225% |
| Company retirement match (U.S. 401(k)) | Up to 4% of eligible comp (plan feature) | Up to 4% of eligible comp; Mr. Evans received $13,800 in 2024 | Up to 4% of eligible comp (plan feature) |
Notes:
- Executives’ ownership guidelines updated Jan 1, 2024: CEO must hold shares equal to 5x base salary within five years; directors 5x cash retainer; other executives 3x salary .
Performance Compensation
2024 Corporate Scorecard (drives STI)
| Metric category | Weight | Corporate score achieved | Key outcomes |
|---|---|---|---|
| Health, Safety, Environment & ESG | 20% | 38% (0–200% scale) | TRIF 0.722; zero reportable environmental incidents; 100% Safety Road Map; in‑house ESG report; policy enhancements . |
| Corporate Strategy | 50% | 43% (0–200% scale) | Closed $2.26B DOE loan; transformative GM JV ($625M: $430M cash + $195M LC facility) avoiding anticipated equity dilution . |
| Project Execution | 30% | 48% (0–200% scale) | Prepared Thacker Pass for major construction; 50%+ detailed engineering; permitting progress . |
Overall 2024 corporate score: 128% .
2024 STI payout (CEO)
| Item | Value |
|---|---|
| 2024 Base salary | $650,000 |
| Target STI (% base) | 100% (CEO weighting 100% corporate) |
| Corporate score applied | 128% |
| Total STI earned | $832,000 (paid 50% cash, 50% RSUs) |
| Cash paid (Feb 2025) | $416,000 |
| RSU portion | $416,000; RSUs expected to be granted Apr 2025, vesting 60 days from grant |
LTI program design and 2024 grants
| Component | Vesting / Performance | Peer framework | CEO 2024 grant detail |
|---|---|---|---|
| RSUs | 1/3 annually over 3 years (Jan 23, 2025/2026/2027 for Jan 23, 2024 grants) | — | 155,515 RSUs granted Jan 23, 2024; fair value included in 2024 LTI value . |
| PSUs | 3‑year cliff (Feb 2027 for 2024 cycle); payout 0–2x based on relative TSR using equal‑weighted 1‑, 2‑, 3‑year multipliers; 25th/50th/75th percentiles = 0.5x/1.0x/2.0x | Performance peer group spans lithium miners, specialty chemicals, and related peers (e.g., Albemarle, Arcadium Lithium, MP Materials, Pilbara Minerals, etc.) | 155,515 PSUs granted Jan 23, 2024; as of 12/31/2024, absolute and relative TSR tracking at 0% (threshold reflected) . |
| 2024 LTI grant value (CEO) | Granted for 2024 performance in 2025 | — | $1,500,000 total fair value; 50% PSUs, 50% RSUs; share count based on 5‑day VWAP $4.8227; Monte Carlo used for PSU FV . |
Equity Ownership & Alignment
Beneficial ownership (as of Apr 15, 2025)
| Holder | Shares/units | Notes |
|---|---|---|
| Jonathan Evans | 711,280 | Includes 9,747 DSUs and 163,003 RSUs exercisable within 60 days; <1% of outstanding shares . |
- Outstanding shares: 218,686,462 (Record Date) .
- CEO ownership guideline: 5x salary within five years; hedging and pledging of LAC securities prohibited; clawback policy in place .
Outstanding equity awards at 12/31/2024 (CEO)
| Award type | Unvested/Unearned units | Market value at $2.97 | Key vesting terms |
|---|---|---|---|
| RSUs | 231,298 | $686,955 | Jan 23, 2024 grant vests 1/3 on Jan 23, 2025/2026/2027; other RSUs per grant terms . |
| PSUs (threshold reflected) | 77,758 | $230,940 | 2024 cycle cliff vests Feb 2027 based on relative TSR; 0–2x payout . |
| DSUs | 9,747 | Included above (beneficial holdings) | Vest/settle upon termination of employment . |
Alignment and selling pressure signals:
- Regular RSU vesting dates in Jan 2025/2026/2027 and the STI RSUs (granted Apr 2025; vest ~60 days later) may create periodic sell‑to‑cover activity; trades are governed by pre‑clearance, blackout windows, and a ban on hedging/pledging under the Securities Trading Policy .
- Options are not currently used by LAC for executives; equity mix is PSUs/RSUs, which reduces option‑related repricing risk .
Employment Terms
| Term | Evans (CEO) |
|---|---|
| Current pay structure | 2024 base $650,000; 2025 base $666,250; target STI 100% of salary; target LTI 150% (2024) moving to 225% (2025) . |
| Severance (without cause/Disability/Good Reason) | 24 months base salary; 2x prior‑year STI actually paid; accelerated vesting of equity scheduled to vest during the severance period; benefits continuation/reimbursement during the 24 months . |
| Change of Control | Upon a CoC (single‑trigger) and continued service through event: receives the Severance Package above; all equity awards vest immediately per the plan (single‑trigger acceleration) . |
| Clawback | Incentive Compensation Recovery Policy allows recoupment for restatements or misconduct with material adverse effect . |
| Non‑compete / non‑solicit | Not disclosed. |
Governance observation: Single‑trigger CoC cash/severance and immediate equity vesting are shareholder‑unfriendly versus prevalent double‑trigger constructs; Board may face pressure to tighten triggers if investors flag parachute risk .
Board Governance (Evans as Director)
- Role and independence: Director; non‑independent (current CEO) .
- Committees: Member, Safety & Sustainability Committee; Member, Technical Committee .
- Board structure: Separate Executive Chair (Kelvin Dushnisky); Lead Independent Director (Yuan Gao) with executive sessions; independent majority (5/8) and all key committee chairs independent .
- Attendance: Board held 10 meetings in 2024; directors generally 100% attendance, with one director at 80% of Board meetings and 100% committee meetings .
- Director compensation: Executives who are directors (e.g., CEO) do not receive additional director fees .
Dual‑role implications:
- CEO + Director role is standard but non‑independent; mitigating factors include separate Chair, Lead Independent Director, independent committee leadership, and routine executive sessions without management present .
Compensation Structure Analysis
- Pay‑for‑performance linkage: CEO STI wholly tied to corporate scorecard (100% corporate weighting). 2024 payout equaled 128% of target, matching the 128% corporate score (paid 50% cash / 50% RSUs) .
- Equity mix shift/option risk: LAC intends to grant PSUs/RSUs (no options), reducing option repricing risk; explicit “no re‑pricing” policy in place .
- Long‑term alignment: PSUs tied to relative TSR vs a defined peer set (0–2x payout), with three equal TSR windows (1‑/2‑/3‑year) to discourage short‑termism .
- Ownership/retention: Elevated LTI target moving to 225% of salary in 2025 and a 5x‑salary ownership guideline for CEO enhance alignment, with five‑year compliance window .
- Consultant/peer benchmarking: Independent advisor (CAP) engaged; peer groups refreshed across lithium, miners, and specialty chemicals; strategy targets median competitiveness .
Related Party Transactions and Conflicts
- GM JV: GM acquired 38% of Thacker Pass for $625M (cash + letters of credit); Offtake extended up to 100% of Phase 1 for 20 years and 38% of Phase 2 for 20 years; GM is a >5% holder and has a Board representative (Zach Kirkman); Board independence determinations made accordingly .
- No director/officer indebtedness and no disclosed related party transactions involving Evans personally; Code of Conduct and conflicts processes in place .
Performance & Track Record
- Financing and funding: Closed $2.26B DOE ATVM loan (Oct 2024) and GM JV ($625M), satisfying equity funding needs alongside Orion’s $250M commitment; fully funded status and FID declared Apr 1, 2025 .
- Project execution: >55% detailed engineering by early 2025; first concrete pour scheduled May 2025; first draw on DOE loan expected Q3 2025; mechanical completion targeted late 2027 .
- Corporate performance: 2024 scorecard 128% supports above‑target STI payout; however, 2024 PSU TSR tracking at 0% as of 12/31/2024 tempers near‑term LTI value realization .
Director Compensation (context; Evans not paid as director)
| Component | Typical Independent Director Terms |
|---|---|
| Annual base fee | $155,000 (min $90,000 in DSUs) . |
| Lead Independent retainer | $25,000 ($15,000 cash; $10,000 DSUs) . |
| Committee chairs/members | Chair: $15,000–$20,000; Member: $5,000 . |
| Meeting fees | $1,000 per meeting beyond 10 per year . |
| Equity | DSUs; settled at end of Board tenure . |
Evans and other executives serving as directors do not receive incremental director compensation .
Equity Pledging, Hedging, Clawbacks, and Trading Windows
- No hedging or pledging of LAC securities permitted for insiders; trading subject to pre‑clearance and blackout periods .
- Incentive Compensation Recovery (clawback) Policy enables recoupment after restatements or material misconduct .
Employment Terms (Severance and CoC Economics)
| Trigger | Cash/Benefits | Equity |
|---|---|---|
| Without cause / Disability / Good Reason | 24 months base + 2x prior‑year STI; benefits continuation or reimbursement for 24 months | Accelerated vesting of equity scheduled to vest during the 24‑month severance period . |
| Change of Control (single‑trigger) | Receives same Severance Package upon occurrence of CoC if serving through event | Immediate full vesting of all equity awards per plan (single‑trigger) . |
Governance flag: Single‑trigger acceleration and cash severance at CoC are more generous than typical double‑trigger market practices .
Investment Implications
- Alignment: High at‑risk mix (100% corporate‑weighted STI; PSU TSR design; rising LTI target to 225% of salary) and 5x‑salary ownership requirement support long‑term alignment; no hedging/pledging and a clawback policy mitigate risk .
- Retention and supply overhang: Multi‑year RSU tranches (Jan 2025/2026/2027) and the STI RSU grant (Apr 2025; vests ~60 days post‑grant) imply periodic sell‑to‑cover flows, though trading windows constrain timing; lack of options limits abrupt option‑driven selling pressure .
- Pay‑for‑performance: 2024 STI payout precisely tracked the 128% corporate score; however, PSUs were tracking at 0% as of 12/31/2024, signaling that longer‑term relative TSR must improve for LTI monetization—useful for gauging management confidence vs. market conditions in lithium .
- Governance risk: Single‑trigger CoC severance and full equity acceleration are potential shareholder concerns that could draw scrutiny in event‑driven scenarios; investors may discount potential change‑of‑control value capture due to parachute leakage .
- Execution: Funding milestones (DOE loan, GM JV, Orion) and FID reduce financing risk and increase execution visibility to late‑2027 mechanical completion, improving the setup for value creation if schedule/capex are maintained .