Richard Gerspacher
About Richard Gerspacher
Richard Gerspacher, age 50, is Executive Vice President, Capital Projects at Lithium Americas (post-Separation in Oct 2023). He has 24+ years leading mega-projects (industrial minerals, metals mining, power generation), including 24 years at Fluor; he is a Professional Engineer with a BS in Civil-Structural Engineering (University of Detroit) and an MBA (Duke). In 2024, LAC’s corporate scorecard achieved an overall 128% rating; PSU performance for 2024 grants was tracking at threshold (0%) as of Dec 31, 2024, indicating meaningful at-risk long-term pay tied to relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lithium Americas (Old LAC) | SVP, Capital Projects | Feb 2022 – Oct 3, 2023 | Led capital projects pre-Separation; set foundation for Thacker Pass execution . |
| Fluor Corporation | Vice President & Projects Director, Mega Projects Group | Aug 1997 – Jan 2022 | Led execution of mega projects, incl. a lithium project in Australia; chaired Latin America Talent Development Team; member of Global Project Management Talent Development Team . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Base Salary (USD) | $433,205 | $465,000 | $476,625 |
| Target STI (% of Salary) | 75% (program level) | 75% | 75% (no change disclosed) |
| Target LTI (% of Salary) | 75% | 75% | 100% |
Performance Compensation
STI structure and 2024 outcomes
- STI design: 50% cash and 50% RSUs; awards based on corporate scorecard and individual goals; payout range 0–200% of target .
- 2024 weighting: Corporate 80%, Individual 20% (Gerspacher); STI target 75% of salary; minimum 0%, max 200% of target .
- 2024 payout: $234,360 cash (50%) and $234,360 RSUs (50%); RSU portion expected to be granted April 2025 and vest 60 days post-grant .
| Category | Weight | Target | Actual | Payout Mechanics | 2024 Payout/Status |
|---|---|---|---|---|---|
| Corporate Scorecard | 80% | Multi-metric plan | Overall 128% company score | Drives STI multiplier within 0–200% | Reflected in $234,360 cash component |
| Individual Goals | 20% | Role-specific | Not separately disclosed | Incorporated into final STI award | Included in total STI value $468,720 (cash + RSUs) |
| STI Form | — | 50% cash / 50% RSUs | — | RSUs vest 60 days after Apr-2025 grant | As structured |
Note: 2024 STI total value $468,720 (cash + RSUs) vs. target of 75%×$465,000 = $348,750 implies ~134% of target, calculated from disclosed figures .
LTI structure and awards
- LTI mix: 50% RSUs (time-based, 1/3 per year over 3 years), 50% PSUs (3-year cliff vest based on relative TSR; 0x at <25th percentile, 0.5x at 25th, 1.0x at 50th, 2.0x at ≥75th) .
- 2024 LTI award (granted Jan 23, 2024): $517,500 total; 53,653 RSUs and 53,653 PSUs; PSUs vest in Feb 2027; fair value based on 5-day VWAP $4.8227 and Monte Carlo for PSUs .
- 2023 grants and legacy awards: 38,610 RSUs granted Oct 24, 2023 (vest 1/3 on Oct 24 of 2025/2026/2027); 23,746 PSUs granted in 2023 deemed earned at 100% at Separation, subject to continued employment through Feb 8, 2026; 8,712 RSUs from Feb 9, 2023 vest upon termination .
| Grant | Vehicle | Grant Date | Units/Value | Vesting | Performance Metric/Status |
|---|---|---|---|---|---|
| 2024 LTI | RSUs | Jan 23, 2024 | 53,653 units; part of $517,500 total | 1/3 on Jan 23 of 2025/2026/2027 | Time-based |
| 2024 LTI | PSUs | Jan 23, 2024 | 53,653 units; part of $517,500 total | Cliff in Feb 2027 | Relative TSR; tracking 0% at 12/31/24 (threshold) |
| 2023 LTI | RSUs | Oct 24, 2023 | 38,610 units | 1/3 on Oct 24 of 2025/2026/2027 | Time-based |
| 2023 LTI | PSUs | 2023 | 23,746 units | Time-based through Feb 8, 2026 | Deemed earned at 100% at Separation |
| 2023 STI legacy | RSUs | Feb 9, 2023 | 8,712 units | Vest on termination | N/A |
Equity Ownership & Alignment
- Beneficial ownership (Apr 15, 2025): 188,138 shares; percent of outstanding marked “*” (<1%); shares outstanding 218,686,462 .
- Outstanding unvested awards at FY-end 2024: 124,721 RSUs (market value $370,421 at $2.97) and 26,827 PSUs (market/payout value $79,675 at $2.97) .
- Ownership policy: No hedging or pledging permitted; updated share ownership policy effective Jan 1, 2024 requires executives to hold common shares (including RSUs/PSUs) equal to 5× salary (5× for CEO; 5× for other executives) with 5 years to comply; insider trading preclearance and blackout windows apply .
| Category | Amount / Requirement | Valuation / Notes | Reference Date |
|---|---|---|---|
| Beneficial shares owned | 188,138 | “*” <1% of 218,686,462 | Apr 15, 2025 |
| Unvested RSUs | 124,721 units; $370,421 MV | Priced at $2.97 | Dec 31, 2024 |
| Unearned PSUs | 26,827 units; $79,675 value | Priced at $2.97 | Dec 31, 2024 |
| Hedging/Pledging | Prohibited for insiders | Trading requires preclearance; blackout windows | Policy |
Upcoming vesting (potential supply overhang):
- Jan 23, 2026 and Jan 23, 2027: 1/3 tranches of 53,653 RSUs vest each year (after Jan 23, 2025 tranche) .
- Oct 24, 2025/2026/2027: 1/3 tranches of 38,610 RSUs vest annually .
- Feb 2027: 2024 PSUs cliff vest subject to TSR performance .
Employment Terms
| Provision | Term |
|---|---|
| Role/Start | EVP, Capital Projects as of Separation (Oct 2023) |
| Base/Target | 2024 base $465,000; STI target 75%; LTI target 75% (raised to 100% effective Jan 1, 2025); one-time initial RSUs $465,000 |
| Severance (no cause/Disability/Good Reason) | 12 months base salary; prior-year actual STI amount; acceleration of equity scheduled to vest during the 12-month severance period; initial RSUs fully vest; benefit continuation/reimbursement during severance period |
| Change of Control (double-trigger within 12 months) | Same package but severance period increases to 24 months; all prior equity awards vest immediately per plan terms |
| Clawback | Incentive Compensation Recovery Policy covering RSUs, DSUs, PSUs, options for restatements/misconduct |
| Equity Plan CoC feature | RSUs vest on qualifying CoC/triggering events per plan (subject to employment agreements) |
Performance & Track Record
- 2024 corporate execution: Prepared Thacker Pass for major construction; increased detailed engineering to 50%; completed construction permitting (Project Execution category scored above target) .
- Strategic/financing outcomes: Closed $2.26B DOE ATVM loan (Oct 2024) and executed a GM JV providing $625M cash/LCs for a 38% asset-level stake, cited as enhancing shareholder value and avoiding anticipated common equity dilution .
Compensation (Multi-Year Snapshot)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $433,205 | $465,000 |
| Bonus (USD) | $41,434 | — |
| Stock Awards (USD) | $1,094,564 | $517,500 |
| Non-Equity Incentive (USD) | $438,258 | $468,720 |
| All Other Compensation (USD) | $27,266 | $13,800 |
| Total Compensation (USD) | $2,034,727 | $1,465,020 |
Governance & Policies Relevant to Alignment/Risk
- No option re-pricing; company generally uses RSUs/PSUs (not options) for executives .
- Insider Trading Policy enforces preclearance and blackout periods; prohibits derivatives, short sales, hedging, and pledging .
- Executive ownership policy updated effective Jan 1, 2024 (5× salary for executives) with five-year compliance runway .
Investment Implications
- Alignment: High at-risk mix (STI+LTI), with PSUs tied to relative TSR and tracking at threshold as of 12/31/24, indicates long-term value creation must materialize for max payouts; updated 5× salary ownership requirement and no hedging/pledging strengthen alignment .
- Retention/overhang: Large, scheduled RSU vesting through 2027 (Jan and Oct tranches) plus 2027 PSU cliff create both retention hooks and predictable supply windows; trading is constrained by preclearance/blackouts, but vest dates may still add selling pressure in open windows .
- Change-of-control economics: Double-trigger with 24 months cash and full equity vesting could be meaningful in a strategic transaction; plan-level CoC provisions support accelerated vesting, potentially influencing leadership incentives in M&A scenarios .
- Execution risk lever: His remit is capital projects; 2024 scorecard shows strong HSE and project advancement (engineering 50%, permitting completed), but long-term TSR underperformance to date (PSU tracking at 0%) suggests market remains focused on delivering Thacker Pass on time/budget and achieving cash flow inflection before long-term awards pay out .