John Banning
About John Banning
John Banning, age 49, was appointed Chief Executive Officer of Lion Copper and Gold (LCGMF) effective April 4, 2025, after serving as Chief Operating Officer from July 26, 2024; he holds a B.S. in Mining Engineering (Montana Tech) and is a Qualified Person – Mining (QP-MMSA) . He is a 25-year mining executive with project design, construction, and operations experience across commodities, with recent focus on copper . Company baseline performance prior to his CEO tenure: 2024 net loss was ($4.741) million and a $100 fixed investment’s value (TSR proxy) was C$80 (vs C$67 in 2023) . His compensation is equity-heavy with milestone-based vesting, including market-cap triggers as CEO and project-stage triggers as COO, aligning incentives with valuation and project de-risking milestones .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lion Copper and Gold Corp. | Chief Operating Officer (later CEO) | 2024–2025 (COO); CEO from 2025-04-04 | Operations and leadership for Yerington Copper Project; transitioned to CEO |
| Cyprium Metals Limited | Chief Operating Officer | Past five years (per filing) | Senior operations leadership in copper; experience in system/process improvement |
| Cyprium Metals – Nifty Copper Project | General Manager | Past five years (per filing) | Site-level leadership of Nifty Copper Project |
| Business Agility Pty Ltd | Managing Director | Past five years (per filing) | Management/operational excellence focus |
External Roles
- No external public-company directorships disclosed for Mr. Banning in the 2025 DEF 14A; the filing lists current LCGMF directors and officers only .
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary (USD) | N/A | $250,000 | Per COO employment agreement effective July 2024; annual rate |
| Salary actually paid (USD) | N/A | $115,545 | Summary Compensation Table (prorated for 2024 start) |
| CEO base salary (USD) | N/A | $250,000 | Per CEO appointment effective 2025-04-04 (annual rate) |
| Bonus (target/actual) | N/A | Not disclosed | No bonus amounts disclosed for Banning in 2024 SCT |
Performance Compensation
Equity incentive structure and triggers
| Grant/Plan | Instrument | Amount | Strike | Triggers/Performance Metrics | Expiration | Source |
|---|---|---|---|---|---|---|
| COO grant (disclosed in DEF 14A/10-K) | Options | 2,500,000 | C$0.08 | Vesting tied to Nuton/Rio Tinto Yerington milestones (Stage 2b/2c; Stage 3) per agreements | 2029-07-26 | |
| Employment Agreement (initial terms) | Options | 3,000,000 | Priced at grant | 500,000 on grant; 1,250,000 on Stage 2b/2c; 1,250,000 on Stage 3; all unvested accelerate on Change of Control | Not stated in exhibit | |
| CEO appointment (2025-04-04) | Options | 3,750,000 | $0.08 | Vest upon reaching US$100,000,000 market capitalization | 2030-04-04 | |
| CEO appointment (2025-04-04) | Options | 3,750,000 | $0.08 | Vest upon reaching US$200,000,000 market capitalization | 2030-04-04 |
Note: Company option plan provides for immediate vesting of all outstanding options upon certain change-of-control transactions; if a transaction does not close, unexercised options are deemed not to have vested .
Pay-versus-performance context (company-level)
| Year | PEO CAP (USD) | Avg NEO CAP (USD) | Value of $100 investment (C$) | Net income (USD) |
|---|---|---|---|---|
| 2023 | $463,994 | $242,237 | C$67 | ($5,911,000) |
| 2024 | $443,802 | $145,500 | C$80 | ($4,741,000) |
| Sources: DEF 14A Pay Versus Performance table . |
Equity Ownership & Alignment
Beneficial ownership snapshots
| As-of date | Common shares owned | Options exercisable/within 60 days | Unvested/conditional options | Ownership % |
|---|---|---|---|---|
| 2025-03-28 | Nil | 2,500,000 (beneficial ownership of options) | Not broken out | See note |
| 2025-06-16 | 578,875 | 500,000 | 9,500,000 (subject to conditions) | <1% |
| Sources: 10-K FY2024 ownership table (as of 2025-03-28) ; DEF 14A (as of record date 2025-06-16) . Note: DEF 14A indicates “Less than 1%” ownership for Mr. Banning . |
Additional alignment policies:
- Anti-hedging: NEOs/directors are not permitted to purchase instruments designed to hedge or offset decreases in company equity; no hedging allowed .
- Section 16 reporting: One late Form 4 report was noted for Mr. Banning in the most recent fiscal year .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| COO appointment | Appointed Vice President and COO on 2024-07-26; annual salary $250,000; up to 2,500,000 options subject to vesting; agreement not for a specified term | |
| CEO appointment | Appointed CEO effective 2025-04-04; annual salary $250,000; two option tranches (3,750,000 each) at $0.08 with US$100m and US$200m market cap vesting triggers; options expire 2030-04-04 | |
| Change-in-control – severance | If terminated within 12 months following a change in control, severance equals 12 months of then-current base salary | |
| Change-in-control – equity | Company option plan: all outstanding options immediately vest upon certain change-of-control transactions (if transaction closes) | |
| Signature/Agreement evidence | Employment Agreement (effective 2024-07-15) signed by John Banning |
Investment Implications
- Pay mix emphasizes equity with explicit market capitalization and project-stage triggers, anchoring rewards to valuation milestones (US$100m/US$200m) and Yerington/Nuton progression; this structure directly links outcomes to shareholder value creation and project de-risking milestones .
- Current personal ownership is modest (<1%), while unvested/conditional option exposure is large (9.5 million unvested plus additional tranches from CEO grant), indicating strong incentive leverage but limited immediate “skin in the game” via common shares .
- Change-in-control treatment is relatively shareholder-friendly on cash (12 months salary) but equity can accelerate at change-in-control under the plan, which can concentrate incentives around strategic transactions and milestone timing .
- Governance/compliance: one late Section 16 filing was noted for Mr. Banning; no legal proceedings disclosures involving him; no related-party transactions naming him in the 10-K’s related party section, reducing conflict-risk signals at this stage .
Overall, Banning’s package is designed to pay for milestone execution and market value creation with modest fixed cash, but current low share ownership and large option overhang heighten sensitivity to milestone timing and corporate actions .
Sources:
- CEO appointment and terms (8-K, 2025-04-09)
- COO appointment and terms (8-K, 2024-07-30)
- Employment Agreement excerpt (Exhibit 10.5 to 10-K FY2024)
- Option plan change-of-control and award details (10-K FY2024)
- DEF 14A 2025: compensation tables, ownership, anti-hedging, Section 16 compliance
- Beneficial ownership as of 2025-03-28 (10-K FY2024)
- Press release on officer appointments and option grants (Exhibit 99.1 to 8-K, 2024-07-30)