Yuan Gao
About Yuan Gao
Lead Independent Director at Lithium Americas Corp. (LAC); age 62; director since October 2023. Previously Vice Chairman and CEO of Qinghai Taifeng Pulead Lithium-Energy Technology Co. Ltd.; prior roles at Molycorp Inc. and FMC Corporation. Education: BSc (University of Science and Technology of China), PhD in Physics (University of British Columbia), and Executive Education at Wharton. Core credentials: lithium-battery supply chain leadership, technology and marketing, and governance experience; independent status affirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qinghai Taifeng Pulead Lithium-Energy Technology Co. Ltd. | Vice Chairman | Sep 2019 – May 2023 | Leading producer of Li-ion cathodes; strategic oversight |
| Qinghai Taifeng Pulead Lithium-Energy Technology Co. Ltd. | President & CEO | May 2014 – Sep 2019 | Operational leadership in cathode production |
| Molycorp Inc. | Vice President | Not disclosed | Global operational/market role in rare earths |
| FMC Corporation (USA) | Global Marketing Director & Technology Manager | Not disclosed | Marketing/technology leadership in lithium division |
| Lithium Americas (pre-Separation, “Old LAC”) | Director; Chair of Governance/Nomination/Compensation & Leadership; Member ESSH | Sep 2019 – Oct 2023 | Led governance committee; ESG oversight via ESSH |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| None (current public company boards) | — | — | — |
| Old LAC (pre-Separation) | Director | Sep 2019 – Oct 2023 | Chair of Governance/Nomination/Compensation & Leadership; Member ESSH |
Board Governance
- Independence: Independent director; designated Lead Independent Director. Independent directors meet in executive session at every Board and committee meeting; Lead Independent reports back to Executive Chair .
- Committees: Chair, Governance & Nomination (G&N); Member, Compensation & Leadership (C&L); Member, Technical .
- Attendance: Board held 10 meetings in 2024; all directors had 100% attendance except one (Kirkman at 80% Board/100% committee). Gao’s attendance was 100% in 2024 .
- Board effectiveness: G&N conducts annual assessments of Board, Chair, committees, and individual directors; independent chairs lead committees; Board maintains charters and Corporate Governance Framework .
Fixed Compensation
| Component (2024) | Description | Amount (USD) |
|---|---|---|
| Board retainer (independent) | $155,000/yr; minimum $90,000 payable in DSUs | $165,000 DSUs |
| Lead Independent Director retainer | $25,000 ($15,000 cash; $10,000 DSUs) | Included in totals above |
| Committee chair fee | $15,000/yr for chairs other than Audit (Audit Chair $20,000) | $15,000 (G&N Chair; reflected in committee cash) |
| Committee member fees | $5,000/yr per committee (non-chair) | Included in $25,000 committee cash (sum of chair + memberships) |
| Excess meeting fees | $1,000 per meeting above 10 combined | $12,000 cash |
| Total 2024 director comp (Yuan Gao) | Cash + DSUs | $52,000 cash; $165,000 DSUs; total $217,000 |
Notes:
- Fee breakdown shows Board retainer DSUs ($165,000), Board retainer cash ($15,000), Committee retainers cash ($25,000), and excess meeting fees cash ($12,000) for Gao .
- Directors may elect cash vs DSUs within plan parameters; LAC generally intends to grant DSUs (not options) to directors .
Performance Compensation
| Feature | Details |
|---|---|
| Performance-linked director pay | Not disclosed/applicable; director compensation comprised of retainers, committee fees, and DSUs; LAC generally intends to award DSUs to directors rather than options; no performance metrics tied to director equity grants are disclosed . |
| Hedging/pledging | Prohibited for insiders (directors, officers, employees); securities trading policy enforces blackout periods and preclearance . |
| Clawback | Incentive Compensation Recovery Policy empowers recoupment of erroneously awarded incentive compensation; policy filed with 10-K . |
Other Directorships & Interlocks
| Director | Current Public Boards | Potential Interlocks/Notes |
|---|---|---|
| Yuan Gao | None | No current public-company interlocks disclosed; prior Old LAC board role; industry executive roles at Pulead, Molycorp, FMC (no LAC-related related-party transactions disclosed) . |
Expertise & Qualifications
- Technical and industry expertise: Senior leadership in lithium-ion cathode manufacturing and lithium markets (Pulead; FMC); rare earths (Molycorp). PhD Physics; executive education at Wharton; supports Technical Committee work .
- Governance: Chair of G&N; Lead Independent Director facilitating executive sessions and governance process; member of C&L (compensation oversight) .
- ESG/Safety: Board and committees conduct regular ESG/Safety oversight and in-camera sessions; Board conducted Thacker Pass site tour and ESG seminars in 2024 .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 15, 2025) | 86,334 shares (includes 83,103 underlying DSUs) . |
| DSUs held (Dec 31, 2024) | 69,711 DSUs (unvested; settle at end of board tenure; may have increased with subsequent quarterly grants) . |
| Ownership guidelines | Non-executive directors must hold common shares equal to 5x annual cash retainer within 5 years of appointment (policy updated Jan 1, 2024) . |
| Pledging/hedging | Prohibited under Securities Trading Policy . |
Governance Assessment
- Strengths: Independent Lead Director; chairs nominations/governance; sits on compensation and technical committees; 100% attendance; robust insider trading and clawback policies; director pay structure emphasizes equity via DSUs and ownership alignment guidelines .
- Alignment: Significant DSU holdings; director compensation requires minimum DSU allocation; ownership policy targets 5x cash retainer within five years, enhancing skin-in-the-game .
- Conflicts: No related-party transactions involving Gao disclosed; Board uses special committees of independent directors for related-party reviews; GM’s material relationship is represented via another director (Kirkman), not Gao .
- RED FLAGS: None disclosed specific to Gao (no attendance issues; no legal proceedings/bankruptcy tied to Gao; pledging/hedging prohibited). Board-wide disclosures note insolvencies tied to another director’s prior companies, not Gao .