Philip Montgomery
About Philip (Phil) Montgomery
Independent director of Lithium Americas Corp. since 2023; age 61; resident of Dalkeith, Western Australia. Montgomery brings 35 years of global major-project leadership from BHP (incl. Global Head of Group Project Management and VP–Projects) and holds a B.Sc. in Mechanical Engineering & Business Management from Oxford Brookes University. He is independent under NYSE/SEC and Canadian standards and received 95.16% support in the June 11, 2025 director election. Committee roles: Chair, Technical Committee; member, Compensation & Leadership (C&L) and Safety & Sustainability (S&S).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BHP Group Limited and predecessor entities | Multiple executive roles incl. Global Head of Group Project Management; Vice President – Projects | 35-year career (various) | Led large, multi-commodity, multi-geography capital projects; deep project delivery and governance experience |
| Salt Lake Potash (Australia) | Director | To Oct 2021 | Company voluntarily declared insolvency and appointed KPMG as receivers in Oct 2021 (bankruptcy exposure) |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Walkabout Resources Ltd. (ASX: WKT) | Non-Executive Director | Jul 2021 – Nov 2024 | Company voluntarily declared insolvency; receivers appointed Nov 2024 |
| Other current public company directorships | — | — | None |
Board Governance
- Independence: Board determined Montgomery is independent; board has 5 of 8 independent directors. Lead Independent Director (Yuan Gao) runs executive sessions each board/committee meeting.
- Attendance: Board met 10 times in 2024; all directors except one (not Montgomery) attended 100% of Board and committee meetings—implying Montgomery had 100% attendance. Committees met: A&R (4), C&L (5), G&N (3), S&S (4), Technical (4).
- Committee assignments (as of proxy date):
- Technical Committee: Chair (members: Montgomery (independent), Jonathan Evans, Yuan Gao)
- Compensation & Leadership Committee: Member (Chair: Jinhee Magie; members: Yuan Gao, Montgomery)—all independent
- Safety & Sustainability Committee: Member (Chair: Michael Brown; members: Brown, Evans, Kirkman, Montgomery)
| Committee | Role | Independence of Committee |
|---|---|---|
| Technical | Chair | Majority independent (Montgomery, Gao independent) |
| C&L | Member | Fully independent (Magie (Chair), Gao, Montgomery) |
| S&S | Member | Mixed; independent members include Brown (Chair), Montgomery |
Fixed Compensation (Director)
- Director fee framework (independent directors): $155,000 per year, with minimum $90,000 in DSUs; Lead Independent retainer $25,000 (split $15,000 cash/$10,000 DSUs); Committee Chair $20,000 for A&R, $15,000 other committees; Committee member $5,000; meeting fees $1,000 per meeting above 10 per year.
- 2024 actual for Philip Montgomery:
| Component (2024) | Amount (USD) |
|---|---|
| Board retainer – cash | $65,000 |
| Board retainer – DSUs | $90,000 |
| Committee retainers (2 memberships + 1 chair) | $25,000 cash |
| Meeting fees (>10 meetings) | $13,000 cash |
| Total cash fees | $103,000 |
| Total share-based (DSUs) | $90,000 |
| Total compensation | $193,000 |
- Stock ownership guidelines: Non-executive directors must hold company stock (incl. RSUs/DSUs) equal to 5x their annual cash retainer within 5 years of appointment/election. Hedging and pledging of company securities are prohibited.
Performance Compensation
- Non-executive directors do not receive performance-based STI/LTI; compensation is a mix of cash fees and DSUs under the plan. The company indicates it “generally intends to award DSUs to directors, rather than options.”
| Element | Structure | Notes |
|---|---|---|
| Annual equity (DSUs) | Portion of $155,000 base paid in DSUs (min $90,000) | Paid quarterly for services; vests/settled at end of board tenure |
| Options/PSUs | Not typical for directors | Company “generally intends” DSUs vs options for directors |
| Clawback/Trading | Incentive compensation recovery policy; no hedging/pledging | Company-wide policies; trading preclearance required |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | None |
| Prior public boards | Walkabout Resources Ltd. (ASX: WKT), Jul 2021 – Nov 2024 |
| Insolvency/receivership involvement | Director during insolvency at Salt Lake Potash (Oct 2021) and Walkabout Resources (Nov 2024) |
| Interlocks with LAC counterparties | None disclosed; GM-related board seat is held by Zach Kirkman, not Montgomery |
Expertise & Qualifications
- Major capital projects: Former BHP Global Head of Group Project Management and VP–Projects; relevant for Thacker Pass’s EPCM oversight and FID execution.
- Technical leadership: Chairs LAC’s Technical Committee overseeing exploration, project development, and major capital investments.
- Safety/ESG oversight: Member of S&S Committee; exposure to HSE, environmental and stakeholder oversight.
- Compensation governance: Member of C&L Committee; committee leverages independent advisor (CAP) for benchmarking and incentive design.
- Education: B.Sc. Mechanical Engineering and Business Management, Oxford Brookes University.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Apr 15, 2025) | 30,916 shares (includes DSUs) |
| Ownership % of outstanding | <1% (asterisked in proxy) |
| DSUs held (Dec 31, 2024) | 23,612 DSUs (unvested; settle at end of board tenure) |
| Pledged shares | None disclosed; pledging prohibited by policy |
| Ownership guideline | 5x annual cash retainer within 5 years; individual compliance status not disclosed |
Governance Assessment
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Strengths
- Deep project-delivery credentials aligned to Technical Chair mandate; enhances board oversight of schedule, cost, and EPCM risk at Thacker Pass.
- Independence and full-year attendance support board effectiveness and investor confidence.
- Balanced committee footprint (Technical Chair; C&L and S&S member) improves cross-functional oversight of capex, talent/comp, and HSE.
-
Shareholder Support Signal
- Re-elected with 95.16% For / 4.84% Withheld at the June 11, 2025 meeting (solid endorsement).
-
Risks / RED FLAGS
- Prior insolvency exposures: Salt Lake Potash (2021) and Walkabout Resources (2024) during his directorships—raises questions on track record under stress, though not uncommon in junior resources; warrants continued monitoring.
- Sector concentration: Mining-heavy background; ensure sufficient chemical processing and U.S. DOE loan compliance oversight is maintained across the board. (DOE loan covenants and JV dynamics are material to LAC.)
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Conflicts and Related Parties
- No related-party transactions involving Montgomery disclosed. Company has material GM-related arrangements; GM’s nominee (Kirkman) waives fees and is non-independent; independent-only executive sessions and special committees used to mitigate conflicts.
-
Alignment
- Compensation is largely DSU-based with ownership guideline (5x cash retainer) and prohibition on hedging/pledging—positive for alignment; current compliance status not disclosed.
Overall: Montgomery’s major-project expertise and Technical Committee leadership are well-suited to LAC’s build phase; prior insolvency directorships are the primary governance risk flag. Strong independence, attendance, and support levels offset some risk, but continued scrutiny of project delivery and risk controls is warranted.