Luke Colton
About Luke Colton
Executive Vice President and Chief Financial Officer of Lithium Americas (appointed effective January 29, 2025), age 50, with over two decades of global mining finance leadership, including CFO roles at Turquoise Hill Resources and Minova International, and earlier senior finance roles at Rio Tinto; he holds a Master of Accountancy from Brigham Young University . As CFO, he also serves as the Company’s principal accounting officer . LAC’s long‑term incentive design emphasizes pay-for-performance via relative total shareholder return (TSR) PSUs and multi‑year RSU vesting, aligning compensation to shareholder outcomes and retention . Stock ownership is reinforced by a 3x base salary guideline for executives and strict prohibitions on hedging and pledging .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Minova International | Chief Financial Officer | Mid‑2023 – Late‑2024 | Led finance, treasury, taxation; senior leadership team member |
| Turquoise Hill Resources | Chief Financial Officer; Director of Oyu Tolgoi | Beginning Oct 2017; over five years | Oversaw multi‑billion copper mine development in Mongolia; supported privatization by Rio Tinto |
| Richards Bay Minerals | Chief Financial Officer | Not disclosed | CFO of major mineral sands operation |
| Rio Tinto | Manager Financial, Capital Accounting & Compliance (Iron Ore); Principal, Valuations & Analysis (Controllers); Manager, Reporting & Control (Energy America) | Not disclosed | Progressive finance/controls roles across divisions |
| Ernst & Young | Started career | Not disclosed | Audit/accounting foundation; professional training |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oyu Tolgoi | Director | During THR tenure (over five years starting Oct 2017) | Board oversight of large‑scale copper mine development |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | US$400,000 annually |
| Target STI (Annual Bonus) | 75% of base salary (performance-based; 0–200% payout range) |
| Target LTI | 75% of base salary (equity awards under the plan; 0–200% payout range) |
| Retirement Plan Eligibility | Eligible under terms applicable to US-based senior executives |
| PTO | Five weeks annually per policy |
| Benefits | Standard healthcare, dental, vision, life, AD&D, disability; D&O insurance and indemnification |
| Tax Preparation Assistance | Up to US$10,000 if cross-border filings required |
| Health & Wellness | Up to US$1,500/year reimbursement |
| Relocation | Up to US$100,000 reimbursement in 2026 with gross‑up; repay if leaving within 12 months of relocation date |
Performance Compensation
| Incentive Type | Metric/Design | Target | Range | Vesting |
|---|---|---|---|---|
| Short‑Term Incentive (STI) | Annual corporate/individual performance under LAC’s program; awards in cash and/or RSUs per plan | 75% of base | 0–200% of target | RSU components subject to plan terms |
| Long‑Term Incentive (LTI) – RSUs | Time-based RSUs; typical executive mix includes RSUs | 75% of base | 0–200% of target | Generally vests 1/3 annually over 3 years |
| Long‑Term Incentive (LTI) – PSUs | Performance-based PSUs tied to relative TSR vs peer group; payout via linear interpolation (0x below 25th percentile; 0.5x at 25th; 1.0x at 50th; 2.0x at 75th+) | 75% of base (as part of LTI) | 0–200% of target | Cliff vests after 3‑year performance period |
| One‑Time Initial RSU Grant | US$300,000 grant value (≈75% of base), issued within one month of Jan 29, 2025 effective date | N/A | N/A | 1/3 at 12 months; 1/3 at 24 months; 1/3 at 36 months from Grant Date |
Notes:
- LAC’s executive LTI mix for 2024 consisted of 50% RSUs and 50% PSUs as a design precedent; Luke’s 2025 mix is governed by Board approvals and plan terms .
- STI/LTI awards are discretionary, depend on individual and corporate performance, and are subject to LAC’s clawback policy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 15, 2025) | 0 Common Shares; percent of shares outstanding: 0% (table shows “*” for <1%) |
| Stock Ownership Guidelines | Executives must hold Common Shares equal to 3x base salary; compliance within 5 years of appointment |
| Required Holding Value | US$1.2 million (3 × US$400,000 base) to meet guideline |
| Hedging/Pledging | Prohibited for all Insiders (including executive officers) |
| Trading Controls | Preclearance required; blackout periods applicable under Securities Trading Policy |
| Clawback Policy | Incentive Compensation Recovery policy applies to RSUs/PSUs/options if compensation erroneously awarded or in event of restatement/misconduct |
Employment Terms
| Term | Detail |
|---|---|
| Effective Date & Role | EVP & CFO effective Jan 29, 2025; principal accounting officer |
| Work Location | Primarily Aurora, CO with travel; required relocation to Reno, NV by Dec 2026 |
| Severance (without Cause/Disability/Good Reason) | Lump sum equal to 12 months base salary; lump sum equal to prior year STI received; accelerated vesting of equity scheduled to vest during the 12‑month severance period; benefits continuation/replacement coverage during severance period; subject to release |
| Change of Control (Double Trigger, within 12 months) | Same benefits as above except severance period becomes 24 months; all equity awards previously granted vest immediately per plan terms |
| Non‑Compete | 12 months post‑termination within defined geographic area; exceptions if Good Reason resignation qualifying under CoC applies |
| Non‑Solicit | 12 months post‑termination; applies to employees and suppliers |
| 280G Cutback | Best‑net approach; potential reduction to avoid excise tax; ordering of reductions specified |
| Clawback & Policies | Subject to Incentive Compensation Recovery Policy; 409A compliance; venue Nevada; assignment rights |
Investment Implications
- Pay-for-performance and retention: STI/LTI targets at 75% of base with 0–200% payout range, multi‑year RSU vesting and TSR‑based PSUs, plus strict clawback, signal alignment to execution milestones and shareholder returns while reinforcing retention through three‑year vesting .
- Ownership alignment vs current position: Stock ownership guideline requires US$1.2M of Common Shares within five years, while April 2025 disclosure shows 0 shares, implying accumulation needs and potential alignment ramp over time; hedging/pledging prohibitions mitigate misalignment risk .
- Insider selling pressure: One‑time US$300k RSU grant vests in equal thirds at 12/24/36 months post grant, creating predictable vest dates that may contribute to periodic supply if shares are sold upon vesting .
- Downside protection and exit economics: Double‑trigger CoC with 24‑month severance and immediate equity vesting, plus 280G cutback provisions, create robust executive protection while limiting tax inefficiency; standard 12‑month severance outside CoC balances retention and governance .
- Execution credibility: Prior leadership on multi‑billion mine development and complex privatization/JV contexts supports capital project and financing execution at Thacker Pass as LAC scales construction in 2025 .
No Form 4 insider transaction filings or actual bonus payouts for Luke Colton were identified in the available documents through November 19, 2025. If you want, I can extend coverage to Form 4 filings and subsequent RSU grants once available.