Zach Kirkman
About Zach Kirkman
Independent director? No — designated non-independent as GM’s representative; age 39; resides in Austin, Texas; director since 2023. Currently Deputy CFO at General Motors Holdings LLC, leading Corporate Development, GM Ventures, and Treasury; prior corporate development roles at Tesla (Head of Corporate Development 2019–2022; broader roles 2016–2023) and Apple. Education: MBA (MIT) and BS (California Polytechnic State University, San Luis Obispo). LAC believes his significant finance/M&A experience qualifies him for board service; he serves on the Safety & Sustainability Committee .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tesla, Inc. | Head of Corporate Development | Sep 2019–Dec 2022 | Earlier corporate development roles at Tesla from Aug 2016–Dec 2023 |
| Apple Inc. | Corporate Development team member | Not disclosed | M&A/investing experience cited |
External Roles
| Organization | Role | Tenure | Scope/Teams |
|---|---|---|---|
| General Motors Holdings LLC | Deputy Chief Financial Officer | Promoted Sep 2024; at GM since Jan 2023 | Leads Corporate Development, GM Ventures, and Treasury |
Board Governance
| Attribute | Detail | Evidence |
|---|---|---|
| Independence status | Non-independent (GM representative; GM has material commercial relationship with LAC) | |
| Committee memberships | Safety & Sustainability Committee (member) | |
| Committee chair roles | None | |
| Other committees | Not on Audit & Risk; Compensation & Leadership; Governance & Nomination; Technical | |
| Board meeting attendance (2024) | 80% of Board meetings (Board met 10 times) → 8/10 | |
| Committee attendance (2024) | 100% of Safety & Sustainability meetings (committee met 4 times) → 4/4 | |
| Lead Independent Director sessions | Independent directors meet in executive session at every Board and committee meeting |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director fees (retainer/meeting/committee) | $0 | Pursuant to GM Investor Rights Agreement, a director’s fee would be payable unless GM waives; GM waived, so Kirkman did not receive director compensation |
Performance Compensation
| Component | 2024 Grants | Grant details | Notes |
|---|---|---|---|
| DSUs/RSUs/Options | None disclosed | — | Director compensation table shows no share-based awards for Kirkman in 2024 due to GM waiver |
Other Directorships & Interlocks
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| None | — | — | No current or prior public company directorships disclosed |
Interlocks and related-party exposure:
- GM equity and commercial ties: GM beneficially owns 15,002,243 LAC shares (6.86%); GM entered a JV for 38% asset-level stake in Thacker Pass ($625M cash/LCs), extended offtake agreements up to 20 years for Phase 1 and for 38% of Phase 2; Tranche 2 subscription was terminated upon JV execution .
- Governance controls: LAC’s Code of Conduct requires conflict disclosure and abstention; related-party transactions are reviewed with independent director oversight; special committees may be formed comprised solely of independent directors .
Expertise & Qualifications
- Finance/M&A leadership across GM, Tesla, Apple; current role spans corp dev, ventures, and treasury .
- Education: MBA (MIT) and BS (Cal Poly SLO) .
- Board-relevant domain: financial expertise; appointed to Safety & Sustainability Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Vested vs. Unvested | Pledged/Hedged |
|---|---|---|---|---|
| Zach Kirkman | 0 | <1% (asterisked in register) | Not disclosed | Company policy prohibits hedging and pledging by directors and insiders |
Stock ownership guidelines:
- Non-executive directors must hold common shares equal to 5x annual cash retainer within five years of election/appointment; hedging/pledging prohibited; clawback policy in place . (Proxy does not specify guideline application/measurement for the GM-nominated director with waived fees.)
Governance Assessment
- Alignment and incentives: Personal “skin in the game” appears low — no director fees, no DSU/RSU awards in 2024, and no disclosed personal shareholdings; while GM holds 6.86% and has deep commercial ties, Kirkman’s alignment is primarily through employer GM, not through personal LAC equity. This can create dual-loyalty pressure relative to minority shareholders .
- Board effectiveness: Attendance at 80% of Board meetings vs. peers largely at 100% indicates lower engagement than the Board average; committee attendance is 100% for S&S (4/4), mitigating some engagement concerns .
- Committee risk management: Not seated on Audit, Compensation, or Governance committees — reduces direct influence over financial reporting and pay; participation is limited to Safety & Sustainability, which oversees ESG/Safety/Sustainability reporting and frameworks .
- Conflicts management: LAC has formal conflict policies (disclosure/recusal, independent committees), and GM-LAC transactions are fully disclosed in “Certain Relationships and Related Party Transactions,” but continued monitoring is warranted given GM’s JV stake, extended offtake, and board representation by its Deputy CFO .
RED FLAGS
- Non-independence due to material GM relationship; representative of GM on LAC’s Board .
- Board attendance below peers (80% vs. most directors at 100%) .
- No personal LAC equity or director compensation in 2024 (GM waiver), reducing direct ownership alignment at the individual level .
- Significant related-party exposure through GM JV, equity stake, and long-duration offtake agreements; requires rigorous recusal and independent oversight .
Quotes and policies
- “No hedging or pledging” by insiders; clawback policy for erroneously awarded incentive compensation .
- Independent directors meet in executive session at every Board and committee meeting, led by the Lead Independent Director .