Kelvin Dushnisky
About Kelvin Dushnisky
Kelvin Dushnisky is Executive Chair of Lithium Americas Corp. (LAC), age 61, serving on the Board since October 2023; he previously served on the board of Old LAC from June 2021 to October 2023 . He holds a B.Sc. (Hon.) from the University of Manitoba and M.Sc. and Juris Doctor degrees from the University of British Columbia; he is a member of the Law Society of British Columbia and the Canadian Bar Association . Notable prior roles include CEO and director of AngloGold Ashanti (2018–2020) and President and director of Barrick Gold; industry leadership includes past Chair of the World Gold Council and roles with ICMM CEO Council and Accenture Global Mining Council . LAC’s 2024 corporate scorecard achieved 128%, reflecting progress on financing, project execution and ESG/HSE objectives; executive STI is 100% tied to corporate performance for the Executive Chair .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AngloGold Ashanti PLC | Chief Executive Officer and Director | 2018–2020 | Led execution of strategic priorities across global portfolio; oversight of operations and projects in Africa, South America, Australia; exploration interests in Canada/USA . |
| Barrick Gold Corporation | President and Director | ~2002–2018 (16-year career culminating as President) | Senior leadership spanning corporate, operations and projects; industry stewardship via WGC Chair and ICMM participation . |
| Lithium Americas (Old LAC) | Director; GNC/Comp & Env/Safety committees | Jun 2021–Oct 2023 | Governance contributions pre-separation; committee roles in governance, nomination, compensation, environment, safety, health . |
External Roles
| Organization | Role | Years | Committee Positions / Notes |
|---|---|---|---|
| B2Gold Corp. (NYSE: BTG | TSX: BTO) | Board Chair | Current |
| Rigel Resource Acquisition Corp. (NYSE: RRAC) | Director | Through May 1, 2025 or JV close | Will not join combined company board post business combination; resignation effective at earlier of combination completion or May 1, 2025 . |
| University Health Network (Toronto) | Board of Trustees | Past | Community and health sector governance experience . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $214,231 | $590,000 |
| Target STI (% of Salary) | 100% | 100% |
| Target LTI (% of Salary) | 100% (applies to Executive Chair) | 100% (applies to Executive Chair) |
| One-time Signing Equity Award (RSUs, Fair Value $) | $1,770,000 (RSUs) | — |
- 2025 adjustments approved by the Board: base salary increased to $604,750; LTI target increased to 130% of base salary .
Performance Compensation
Short-Term Incentive (STI) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate Scorecard (Executive Chair) | 100% corporate; 0% individual | 100% of salary | 128% corporate score | $755,200 (50% cash=$377,600; 50% RSUs=$377,600) | RSU portion vests 60 days from grant date |
Key scorecard outcomes:
- HSE/ESG (20% weight) score achieved: 38% (above target); TRIF 0.722; zero reportable environmental incidents; ESG report published; governance strengthened .
- Corporate Strategy (50% weight) score achieved: 43%; closed $2.26B DOE ATVM loan; JV with GM for 38% Thacker Pass stake, avoiding anticipated dilution; extended offtake .
- Project Execution (30% weight) score achieved: 48%; detailed engineering advanced ~50%; permitting completed for construction .
Long-Term Incentive (LTI) – Structure and 2024 Grants
| Component | Grant Date | Number of Units | Fair Value Basis | Vesting | Performance Metric |
|---|---|---|---|---|---|
| PSUs (2024 cycle) | Jan 23, 2024 | 15,292 PSUs | Monte Carlo; 5-day VWAP $4.8227 | Cliff vest after 3 years (Feb 2027) | Relative TSR vs performance peer group; payout 0x at <25th, 1.0x at 50th, 2.0x at ≥75th percentile; equal weighting of 1/2/3-year multipliers . |
| RSUs (2024 cycle) | Jan 23, 2024 | 15,292 RSUs | 5-day VWAP $4.8227 | 1/3 each on Jan 23, 2025/2026/2027 | Time-based . |
| RSUs (Oct 24, 2023) | Oct 24, 2023 | 146,967 RSUs | — | 1/3 each on Oct 24, 2025/2026/2027 | Time-based . |
| Signing RSUs | 2023 (employment terms) | — (fair value disclosed) | $1,770,000 RSUs | Governed by Plan/grant agreements | Time-based . |
Peer groups:
- Compensation peer group (2024): Centerra Gold, Lithium Argentina, Sayona Mining, Compass Minerals, McEwen Mining, SSR Mining, Ecovyst, MP Materials, Standard Lithium, Ioneer, OceanaGold, TETRA Technologies, Liontown, Sigma Lithium, Tronox .
- Performance peer group (2024 PSUs): Albemarle, Arcadium Lithium, Piedmont Lithium, Mineral Resources, TETRA Technologies, Standard Lithium, Pilbara Minerals, MP Materials, Ioneer, Compass Minerals .
As of Dec 31, 2024, absolute and relative TSR were tracking at 0% for the 2024 PSUs; reported at threshold .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Common Shares + derivatives counted under SEC rules) | 327,279 shares | Includes 10,548 DSUs and 147,957 RSUs exercisable within 60 days of April 15, 2025 . |
| Ownership as % of Shares Outstanding | ~0.15% | 327,279 / 218,686,462 shares outstanding as of Apr 15, 2025 . |
| Unvested RSUs | 172,807 units | From Jan 23, 2024 and Oct 24, 2023 grants . |
| Unvested PSUs (threshold reported) | 7,646 units | 2024 PSUs at threshold due to TSR tracking . |
| DSUs Outstanding | 10,548 units | Vested/settled upon termination of board/employment . |
| Stock Ownership Guidelines | Execs must hold Common Shares equal to 5x salary; CEO 5x; non-exec directors 5x of cash retainer; 5-year compliance window . | |
| Hedging/Pledging | Prohibited for all insiders . | |
| Clawback Policy | Incentive compensation recoupment for restatements/misconduct . |
Vesting calendar and potential selling pressure:
- RSUs: scheduled vests on Jan 23, 2025/2026/2027 and Oct 24, 2025/2026/2027; STI RSUs vest ~60 days after grant (expected April 2025) .
- Blackout/trading controls: preclearance required; routine and non-routine blackout periods; hedging/shorts/derivatives/pledging prohibited . These mechanisms may mitigate near-term selling pressure despite upcoming vests.
Employment Terms
| Provision | Standard Termination (Without Cause/Disability/Good Reason) | Change-of-Control (within 12 months; Double Trigger) |
|---|---|---|
| Severance Multiple | 18 months base salary | 24 months base salary |
| STI Multiple | — | 2x most recent STI bonus |
| Equity Treatment | Governed by Plan and grant agreements | Immediate vesting of all equity awards per Plan |
| Benefits Continuation | Minimum statutory continuation (and vacation accrual) | Benefits continuation for 24 months or value of premiums where continuation not permitted |
Contract notes:
- Executive Chair role effective Oct 3, 2023 .
- 2025 compensation adjustments approved as noted above .
Board Governance
- Role and independence: Executive Chair; Non-Independent director . LAC maintains separation of Executive Chair and CEO roles; Lead Independent Director (Yuan Gao) facilitates executive sessions of independent directors at every Board and committee meeting .
- Committee roles: None; attends certain committee meetings in Executive Chair capacity; not a member of any Board committees .
- Meeting attendance: The Board held 10 meetings in 2024; all directors attended 100% of Board and committee meetings except Zach Kirkman (80% of Board; 100% of committee) .
- Board composition: Majority independent (5 of 8); all committee chairs are independent; A&R and C&L committees composed entirely of independent directors .
Director Compensation
- Executive Chair does not receive additional director compensation (compensated via executive role) .
- Independent director fee schedule (for benchmarking governance quality): $155,000 annual base (min $90,000 payable in DSUs), lead independent retainer $25,000, chair fees ($20,000 A&R; $15,000 other), committee membership $5,000, meeting fees for >10 meetings $1,000 each .
Compensation Structure Analysis
- Mix and at-risk alignment: Executive STI and LTI create significant at-risk pay; Executive Chair’s STI is 100% tied to corporate performance (no individual component), reinforcing pay-for-performance linkage .
- Shift to RSUs/PSUs: Company intends to award PSUs and RSUs (three-year cycles) rather than options; RSUs vest annually over three years; PSUs cliff vest based on relative TSR; no repricing policy in place .
- Ownership alignment: Robust stock ownership requirements (5x salary for execs) and prohibition on hedging/pledging support alignment and reduce misalignment risk .
- Governance controls: Clawback policy for restatements/misconduct; blackouts and preclearance restrict opportunistic trading .
Performance & Track Record
- 2024 corporate scorecard overall 128%; DOE loan closed ($2.26B ATVM), GM JV ($625M; 38% asset-level stake; extended offtake), engineering and permitting advanced; strong HSE/ESG outcomes .
- As of Dec 31, 2024, PSU TSR tracking at 0% (threshold), reflecting equity market conditions and relative performance at that snapshot; final PSU payout depends on full three-year period .
Equity Ownership & Beneficial Ownership Detail
| Item | Count / Value |
|---|---|
| Beneficially owned shares (incl. DSUs, near-term RSUs) | 327,279 shares |
| DSUs | 10,548 units |
| RSUs exercisable within 60 days | 147,957 units |
| Unvested RSUs | 172,807 units; market value $513,237 at $2.97/share |
| Unvested PSUs (threshold reported) | 7,646 units; market value $22,709 at $2.97/share |
| Shares outstanding (denominator) | 218,686,462 as of Apr 15, 2025 |
Compensation & Peer Benchmarking References
- Independent compensation consultant: Compensation Advisory Partners (CAP) engaged for benchmarking, plan design, director compensation review .
- 2024 compensation peer group and criteria; performance peer group for PSU TSR measurement .
Related Party Transactions & Conflicts
- GM investment and JV: GM holds >5% and has a board nominee; JV established with 38% asset-level stake and extended offtake; oversight includes independent committees and conflict management through governance framework .
Investment Implications
- Pay-for-performance alignment: 100% corporate weighting on Executive Chair’s STI and relative TSR PSUs align rewards to company milestones and shareholder experience; 2024 payout reflects strong corporate execution (STI = $755,200 on a $590,000 base) .
- Near-term vesting and potential liquidity: Multiple scheduled RSU vests (Jan and Oct each year through 2027) and STI RSUs vesting 60 days post-grant could create periodic supply; mitigants include blackout windows, preclearance, and anti-hedging/pledging policies .
- Change-of-control economics: Double-trigger severance with 24 months salary, 2x STI bonus, and full equity acceleration may influence executive retention through potential strategic transactions; investors should model dilution-free JV structures vs. golden parachute optics .
- Governance checks: Separation of Chair/CEO roles, independent committee chairs, and clawback policy reduce governance risk; Executive Chair is non-independent (dual-role implication), but Lead Independent Director facilitates regular executive sessions .
- Ownership alignment: Executive ownership requirements (5x salary) and prohibition on pledging/hedging support long-term alignment; current beneficial stake ~0.15% indicates exposure but not controlling influence .