Michael Brown
About Michael Brown
Michael Brown is an independent director of Lithium Americas Corp. (LAC), age 66, residing in Henderson, Nevada. He joined LAC’s Board on October 3, 2023; he is a Fellow at the Lincy Institute at the University of Nevada, Las Vegas and previously served in Nevada’s cabinet (Director, Department of Business & Industry; Executive Director, Governor’s Office of Economic Development) from 2019–2022. Brown was President of Barrick Gold North America from 2015–2018 after joining Barrick in 1994; he has served on the U.S. National Mining Association executive committee and is a past Chairman of the Nevada Mining Association. He holds an MBA from George Washington University and completed the Public Company Directors’ Consortium at Stanford GSB in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barrick Gold North America | President | 2015–2018 | Led North American operations; long tenure at Barrick since 1994 |
| State of Nevada – Department of Business & Industry | Director | 2019–2022 | Cabinet-level role overseeing business regulation and industry engagement |
| State of Nevada – Governor’s Office of Economic Development | Executive Director | 2019–2022 | Led statewide economic development and investment programs |
| U.S. National Mining Association | Executive Committee (former) | n/a | Industry policy leadership |
| Nevada Mining Association | Past Chairman | n/a | Sector advocacy and safety/regulatory focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lincy Institute, UNLV | Fellow | Since 2023 | Academic policy institute fellowship |
| Other public company boards | None | n/a | No current public directorships; none prior in 2019–2024 |
Board Governance
- Committee assignments: Audit & Risk Committee member; Safety & Sustainability Committee Chair .
- Independence: Determined independent by the Board (one of five independent directors) .
- Attendance and engagement: Board held 10 meetings in 2024; all directors attended 100% of Board and committee meetings except Mr. Kirkman (80% Board), implying Brown had 100% attendance .
- Executive sessions: Independent directors meet in camera at every Board and committee meeting; Lead Independent Director facilitates feedback loops to the Executive Chair .
- Years of service: Director since 2023 .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Board retainer (DSUs) | $155,000 | Minimum $90,000 in DSUs; Brown elected DSUs for board retainer |
| Committee retainer (cash) | $20,000 | Sum of Chair fee ($15,000 for S&S) + non-Chair member fee(s) ($5,000 for A&R) |
| Excess meeting fees (cash) | $10,000 | $1,000 per meeting beyond 10 combined Board/committee meetings |
| Total 2024 director compensation | $185,000 | $30,000 cash + $155,000 share-based (DSUs) |
Performance Compensation
| Feature | Detail |
|---|---|
| Performance linkage | None disclosed for non-executive directors; compensation delivered via DSUs and fixed fees (no TSR/financial metrics for director pay) |
| DSU vesting and settlement | DSUs granted to directors, typically redeemed upon separation from the Board; settlement in shares subject to plan limits, with pro-rata adjustments if tenure is partial-year |
Other Directorships & Interlocks
- Current public company boards: None .
- Interlocks: None disclosed; GM is a related party with a Board representative (Kirkman), but Brown has no GM role; Board independence processes and special committees address related-party evaluation .
Expertise & Qualifications
- Education: MBA, George Washington University; Public Company Directors’ Consortium (Stanford GSB, 2023) .
- Domain expertise: Mining operations leadership and U.S. public policy; prior roles at Barrick and Nevada state agencies .
- ESG/Safety oversight: Chairs Safety & Sustainability Committee covering HSE, environmental, social engagement and sustainability reporting/alignment .
Equity Ownership
| Metric | Dec 31, 2024 | Apr 15, 2025 |
|---|---|---|
| DSUs held (units) | 39,787 | 52,367 (included in beneficial ownership) |
| Total beneficial ownership (shares) | n/a | 57,468; less than 1% of outstanding |
| Ownership guidelines | Directors must hold Common Shares equal to 5x annual cash retainer within 5 years; DSUs count toward guideline |
- Hedging/pledging: Prohibited for all insiders (directors, officers, employees, consultants) per Securities Trading Policy .
- Options: Company generally intends to award DSUs to directors; no options granted under the plan as of 12/31/2024 .
Governance Assessment
- Strengths: Independent director with 100% meeting attendance in 2024; chairs Safety & Sustainability, a critical committee given Thacker Pass HSE/ESG profile; meaningful director equity via DSUs indicating alignment; no related-party transactions involving Brown disclosed; robust policies include clawback and hedging/pledging prohibitions .
- Potential watchpoints: Prior Nevada government leadership and deep state-level policy ties merit routine independence review, but Board formally affirmed independence; DSUs settle at separation (long-term alignment), without explicit performance metrics for director pay (market standard) .