DEF 14A of Lithium Americas Corp., May 6, 2026

DEF 14A of Lithium Americas Corp.

Filed May 6, 2026 · FY20250001193125-26-207522

Open on EDGAR

  1. Annual Election of Directors

    Annual Election of Directors At the Annual Meeting, seven (7) directors will be nominated for election to the Company’s Board. The Governance and Nomination (“G&N”) Committee evaluated the nominees in accordance with the G&N Committee’s Charter and the Company’s Corporate Governance Framework and submitted the nominees to the Board for approval. The Board has nominated the following individuals for election to the Company’s Board, in each case, to serve until the next annual meeting, or until his or her successor is elected and qualified or until their earlier resignation or removal: Kelvin Dushnisky Yuan Gao Michael Brown Fabiana Chubbs Jonathan Evans Philip Montgomery Clayton Walker Each of the above individuals is currently serving as a director of the Company. Biographical information for each nominee is contained in the Directors and Section 16 Officers section below. Each of the nominees has consented to being named in this Proxy Statement and serving on the Board, if elected. The Board has no reason to believe that any of its nominees will be unable to serve if elected. If a director nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute director nominee that the Board recommends.

  2. Director Profiles

    Director Profiles The following profiles provide information about the seven individuals nominated for election to the Board, including their backgrounds, experience, current directorships, and the Board committees they sit on. Additional information regarding skills and experience of the Company’s directors can be found in the Mix of Skills and Experience section below. Jinhee Magie is not a nominee for re-election and will conclude her service as director at the 2026 Annual Meeting. The Board extends its sincere appreciation to Ms. Magie for her years of dedication and valuable contributions as a director of the Company. Board committees are abbreviated in this Proxy Statement as shown in the table below.

  3. Director Profiles

    | Committee | Abbreviation | | Audit and Risk Committee | A&R Committee | | Compensation and Leadership Committee | C&L Committee | | Governance and Nomination Committee | G&N Committee | | Safety and Sustainability Committee | S&S Committee | | Technical Committee | Technical Committee |

  4. Director Profiles

    | Director and Executive Chair of the Company Residence: Toronto, Ontario, Canada Age: 62 Director since: 2023 Gender: Male | Kelvin Dushnisky | Non-Independent | | | Mr. Dushnisky is the Executive Chair of the Company. He joined the Board in October 2023, and served as a Director of Old LAC from June 2021 to October 2023. Mr. Dushnisky has served as the Executive Chair of B2Gold Corp. since February 23, 2026. He previously served as Chief Executive Officer and a member of the Board of Directors of AngloGold Ashanti PLC where he led the execution of the organization’s strategic priorities and oversaw a global portfolio of mining operations and projects in Africa, South America and Australia, along with exploration interests and investments in Canada and the USA. Prior to AngloGold Ashanti, Mr. Dushnisky had a sixteen-year career with Barrick Gold Corporation (“Barrick”), ultimately as its President and a member of the Barrick Board of Directors. Prior to Barrick, Mr. Dushnisky held senior executive and board positions with a number of private and listed companies. Mr. Dushnisky holds a B.Sc. (Hon.) degree from the University of Manitoba and M.Sc. and Juris Doctor degrees from the University of British Columbia. He is a member of the Law Society of British Columbia and the Canadian Bar Association. Among numerous other industry and related associations, Mr. Dushnisky is past Chair of the World Gold Council and a former member of the International Council on Mining and Metals (ICMM) CEO Council and the Accenture Global Mining Council. Mr. Dushnisky is a past member of the Board of Trustees of the Toronto-based University Health Network (UHN). LAC believes that Mr. Dushnisky is well suited to serve as a director and Executive Chair of the Board based on his extensive experience in the mining industry, including service as a director and executive to public corporations in the industry. LAC Committees: None Other Public Company Directorships*: • B2Gold Corp. (NYSE: BTG | TSX: BTO) o Executive Chair since February 23, 2026 o Board Chair from July 1, 2024 to February 22, 2026 o Member of the Corporate Governance and Nominating Committee from July 1, 2024 to February 22, 2026 o Member of the Compensation Committee from July 1, 2024 to February 22, 2026 • Doman Building Materials Group Ltd. (TSX: DBM) o February 2010 – May 8, 2026** o Lead Independent Director o Chair of the Nominating and Corporate Governance Committee o Member of the Audit Committee from June 18, 2020 to May 30, 2024 o Member of the Compensation Committee from June 18, 2020 to May 30, 2024 * In 2025, Mr. Dushnisky had a 100% attendance rate for board meetings across the companies on which boards he served. ** Mr. Dushnisky has officially notified Doman Building Materials Ltd. that he will not stand for re-election at the company’s annual meeting of shareholders on May 8, 2026. Prior Public Company Directorships (2019-2024): • Rigel Resource Acquisition Corp. (“Rigel”) (NYSE: RRAC) o June 2021 – May 2025 • Old LAC (NYSE: LAR | TSX: LAR) o June 2021 – October 2023 o Member of the Governance, Nomination, Compensation and Leadership Committee o Member of the Environment, Sustainability, Safety and Health Committee | |

  5. Director Profiles

    | Lead Independent Director Residence: Broomfield, Colorado, USA Age: 63 Director since: 2023 Gender: Male | Yuan Gao | Independent | | | Dr. Gao joined the Board in October 2023 and served as Director of Old LAC from September 2019 to October 2023. He was the Vice Chairman of the board of Qinghai Taifeng Pulead Lithium-Energy Technology Co. Ltd, a leading producer of cathodes for lithium-ion batteries, from September 2019 to May 2023, having served as President and Chief Executive Officer from May 2014 to September 2019. Previously, Dr. Gao served as Vice President at Molycorp Inc., and as Global Marketing Director and Technology Manager at FMC Corporation (USA). Dr. Gao holds a BSc from the University of Science and Technology of China, and a PhD in Physics from the University of British Columbia. He has also completed Executive Education at The Wharton Business School, University of Pennsylvania. LAC believes that Dr. Gao is well suited to serve as a director based on his experience in significant management roles and his broad experience in the energy industry. LAC Committees: C&L Committee, G&N Committee (Chair) and Technical Committee Other Public Company Directorships: Fino Inc. (KOSDAQ:033790) Prior Public Company Directorships (2019-2024): • Old LAC (NYSE: LAR | TSX: LAR) o September 2019 – October 2023 o Chair of the Governance, Nomination, Compensation and Leadership Committee o Member of the Environment, Sustainability, Safety and Health Committee o Member of the Audit Committee | | | Director Residence: Henderson, Nevada, USA Age: 67 Director since: 2023 Gender: Male | Michael Brown | Independent | | | Mr. Brown joined the Board on October 3, 2023. He is a Fellow at the Lincy Institute at the University of Nevada, Las Vegas (“UNLV”). He joined UNLV in 2023 following service in the Cabinet of Governor Sisolak of Nevada from 2019 to 2022; first as Director of the Department of Business & Industry and then as Executive Director of the Governor’s Office of Economic Development. Previously, Mr. Brown served as President of Barrick Gold North America, a subsidiary of Barrick Gold Corporation from 2015 to 2018 after serving in roles of increasing responsibility with Barrick since 1994. He is a former member of the executive committee of the U.S. National Mining Association and a past Chairman of the Nevada Mining Association. Mr. Brown holds an MBA from George Washington University. Mr. Brown is enrolled in the Directorship Certification program of the National Association of Corporate Directors (NACD). In 2025, he participated in four NACD member forums, including sector roundtables on emerging energy and manufacturing issues. LAC believes that Mr. Brown is well suited to serve as a director based on his deep knowledge of mining industry dynamics and public policy in the US. LAC Committees: A&R Committee and S&S Committee (Chair) Other Public Company Directorships: None Prior Public Company Directorships (2019-2024): None | |

  6. Director Profiles

    | Director Residence: Vancouver, British Columbia, Canada Age: 60 Director since: 2023 Gender: Female | | | | | Fabiana Chubbs | Independent | | | Ms. Chubbs joined the Board in October 2023 and served as Director at Old LAC from June 2019 to October 2023. Ms. Chubbs served as the Chief Financial Officer of Eldorado Gold Corporation from 2011 to 2018. She joined Eldorado Gold Corporation in 2007 and led Treasury and Risk Management functions until accepting the Chief Financial Officer position. Prior to joining Eldorado Gold Corporation, Ms. Chubbs was a Senior Manager with PwC Canada. During her ten years at PwC Canada, she specialized in audit of public mining and technology companies. Ms. Chubbs started her career in her native Argentina, with experience divided between PwC Argentina and IBM. Ms. Chubbs holds dual degrees from the University of Buenos Aires, including a Certified Public Accountant bachelor’s degree, and a Bachelor of Business Administration degree. Ms. Chubbs is a Chartered Professional Accountant in Canada. Ms. Chubbs also serves on the board of Royal Gold, Inc. LAC believes that Ms. Chubbs is well suited to serve as a director based on her extensive international and financial experience in the mining industry and her expertise in accounting, risk management and Sarbanes-Oxley controls. LAC Committees: A&R Committee (Chair) and G&N Committee Other Public Company Directorships: • Royal Gold, Inc. (NASDAQ: RGLD) o Member of the Audit and Finance Committee o Member of the Governance, Nominating and Compensation Committee Prior Public Company Directorships (2019-2024): • Old LAC (NYSE: LAR | TSX: LAR) o June 2019 – October 2023 o Chair of the Audit and Risk Committee o Member of the Governance, Nomination, Compensation and Leadership Committee | |

  7. Director Profiles

    | Director, President and CEO Residence: Henderson, Nevada, USA Age: 56 Director since: 2023 Gender: Male | Jonathan Evans | Non-Independent | | | Mr. Evans is the President and Chief Executive Officer of the Company, and has served as a Director of the Company, since the Separation in October 2023. He was a Director of Old LAC from June 2017 to October 2023, and served as its President from August of 2018 and as Chief Executive Officer from May of 2019 to October 2023. Mr. Evans has more than 20 years of operations and general management experience across businesses of various sizes and industry applications. Previously, he served as Vice President and General Manager for the Lithium Division at FMC Corporation (USA), and as the Chief Operating Officer of DiversiTech Corporation, a portfolio company of the private equity group, Permira. Mr. Evans has also held executive management roles at Arysta LifeScience, AMRI Corporation and General Electric. After earning a B.Sc. in mechanical engineering from Clarkson University, Mr. Evans served in the United States Army as an Armor/Cavalry officer. He subsequently earned a MSc from Rensselaer Polytechnic Institute. LAC believes that Mr. Evans is well suited to serve as a director based on his broad experience in the chemicals and lithium industries and his significant experience in management roles at the Company. LAC Committees: S&S Committee and Technical Committee Other Public Company Directorships: • Neo Performance Materials Inc. (TSX: NEO) o Chair, Compensation and Human Resources Committee o Member, Health, Environment, Safety and Security Committee Prior Public Company Directorships (2019-2024): • Old LAC (NYSE: LAR | TSX: LAR) o June 2017 – October 2023 | |

  8. Director Profiles

    | Director Residence: Dalkeith, Western Australia, Australia Age: 62 Director since: 2023 Gender: Male | Philip Montgomery | Independent | | | Mr. Montgomery joined the Board in October 2023. He brings extensive global experience in major capital projects. Over his 35-year career at BHP Group Limited and its predecessor organizations, Mr. Montgomery worked across various geographies and commodities, demonstrating expertise in leading assets and projects as well as senior corporate roles, including, Global Head of Group Project Management and Vice President – Projects. Since 2020 he has served as a non-executive director on various private and public company boards. Mr. Montgomery holds a B.Sc. in Mechanical Engineering and Business Management from Oxford Brookes University. LAC believes that Mr. Montgomery is well suited to serve as a director based on his executive leadership experience in managing major capital projects. LAC Committees: C&L Committee, S&S Committee and Technical Committee (Chair) Other Public Company Directorships: None Prior Public Company Directorships (2019-2024): • Walkabout Resources Ltd. (ASX: WKT) o July 2021 – November 2024 o Member of the Audit Committee o Chair of the Remuneration Committee | |

  9. Director Profiles

    | Director Residence: Cottonwood Heights, Utah, USA Age: 56 Director since: May 4, 2026 Gender: Male | Clayton Walker | Independent | | | Mr. Walker is the former Chief Growth and Development Officer at Rio Tinto where he was responsible for the overall strategic direction and execution of the copper growth portfolio. From 2021-2025 Mr. Walker served as Chief Operating Officer for Rio Tinto’s copper product group, where he led global teams focused on growth and optimization through a world-class copper portfolio. His responsibilities included oversight of major operations and projects across the Americas, including Rio Tinto Kennecott in Utah and Resolution Copper in Arizona. From 2016-2021, he served as Chief Executive Officer and Executive Chairman of Iron Ore Company of Canada. Prior to that, Mr. Walker spent 15 years in various management roles at Rio Tinto. Mr. Walker holds a Master of Business Administration degree from the University of Utah and a Bachelor of Science, Metallurgical Engineering degree from the University of Utah. LAC Committees: None* *Mr. Walker has been appointed as a member of each of the A&R Committee, the S&S Committee (Chair) and the Technical Committee, effective immediately following the Annual Meeting, subject to his election at the Annual Meeting. Other Public Company Directorships: • Peabody Energy, Inc. (NYSE: BTU) o Member of the Compensation Committee o Member of the Health, Safety, Security & Environmental Committee Prior Public Company Directorships (2019-2024): None | |

  10. Program Oversight and 2025 Highlights

    | | including the CEO, Chief Financial Officer ("CFO") and Executive Vice President, Capital Projects and Operations. | | Incentive Award Caps | The range for STI and LTI awards is a minimum of 0% of target to a cap of 200% of target under LAC’s performance management program. | | LTI Awards Vesting Period | The three-year vesting period of LTI awards aligns the interests of executives with the long-term risks and performance of the Company, while also promoting longer-term retention. For 2025, the Board approved: an LTI award mix for executives comprised of 50% RSUs and 50% PSUs; RSUs vest annually over three years (1/3 each year); PSUs cliff vest after a three-year performance period based on the Company’s relative total shareholder return (“TSR”). | | Robust Stock Ownership Guidelines | All executive officers and directors are subject to stock ownership requirements designed to align their interests with those of shareholders. Pursuant to the Company’s Share Ownership Policy: • LAC’s CEO is required to hold Common Shares having a value equal to 5x the gross amount of the CEO’s annual base salary. • All other executive officers are required to hold Common Shares having a value equal to 2x the gross amount of their annual base salary. • Non-executive directors of LAC are required to hold Common Shares having a value equal to 5x their annual cash retainer. • Unexercised stock options (whether vested or unvested) and unearned PSUs do not count toward the minimum share ownership requirements. Achievement of these levels of stock ownership must be met within five years from the date the executive officer or director was first elected or appointed. | | Insider Trading Policy | The Company has a Securities Trading Policy designed to prevent insider trading while there is material information about LAC not yet publicly disclosed. LAC also implements routine blackout periods under the Securities Trading Policy during public reporting periods and non-routine blackout periods, as needed, including for transactions and other material events. | | No Re-Pricing of Equity Incentive Awards | The Company does not reprice outstanding options or other equity incentive awards. | | Clawback Policy | The Company may recoup incentive compensation erroneously awarded under LAC’s Incentive Compensation Recovery (Clawback) Policy. | | No Hedging or Pledging | Directors, executive officers, employees and internal consultants are prohibited from hedging or pledging Company securities. |

  11. Executive Compensation Philosophy

    Executive Compensation Philosophy The Company's philosophy is to offer executive compensation that is competitive with the median of a select group of industry peers, with the overall focus of the Company’s program being to offer competitive base compensation and pay for strong performance through an annual performance management program. The goals of LAC’s executive compensation program are to: • attract, motivate and retain high performing executives through market competitive base salaries and employee benefits, which are offered throughout the organization; • pay for the performance of LAC’s executives through the Company’s performance management program, which includes performance reviews and awards based on the attainment of corporate and individual goals and objectives, thereby furthering the interests of LAC, and ensuring a substantial portion of executive compensation is at-risk; recognize the contribution of LAC’s executives to the Company’s long-term growth through awards of short-term and long-term incentives based on individual and corporate performance; and align the financial interests of executives with the interests of LAC’s shareholders and the Company's overall performance, through equity awards that expose executives to the risks and rewards of ownership of LAC’s Common Shares. As a development stage lithium mining and processing company targeting near-term production of battery-grade lithium products, LAC is dependent on individuals with specialized skills and knowledge related to mining exploration and development, capital projects management, chemical processing for planned lithium products, corporate finance, legal, human resources and other areas of business or management expertise. The Company operates in a highly competitive talent market with increasing employment opportunities, requiring competitive compensation programs and practices to retain and attract talent.

  12. Elements of Executive Compensation

    Elements of Executive Compensation The Company provides a mix of fixed and variable compensation to motivate executives to achieve overall corporate and individualized goals and to align their interests with those of shareholders. The Board, acting on the recommendation of the C&L Committee, has implemented a compensation structure intended to support these objectives. The elements of the Company’s executive compensation program are summarized in the table below.

  13. Elements of Executive Compensation

    | Compensation Elements | Features | Objectives | | Base Salary | Evaluated annually, based on competitive benchmarking data and consideration of cost-of-living adjustments. | Provides fixed compensation, recognizing individual experience, performance, and responsibilities. Targeting salary at the median of peer companies promotes retention of talented individuals and facilitates recruitment of new talent in a competitive job market. | | STI Awards | STI award = Base Salary x STI Target % x (Corporate Performance based on % weight by position + Individual Performance based on % weight by position). Paid 50% in cash + 50% RSUs vesting 60 days from date of grant. | Rewards achievement of annual corporate and individual goals and aligns executive performance with the Company’s strategic priorities. | | LTI Awards | 50% awarded in RSUs vesting annually over three years and 50% awarded in PSUs with three-year performance vesting conditions LTI = Base Salary x LTI Target x LTI retention factor. | Promotes longer-term retention and aligns long-term interests of the Company’s executives with those of shareholders. PSUs reflect at-risk awards that link payouts to relative TSR over a three-year period. Rewards executives for industry out-performance. | | Retirement Savings Plan Contributions | Annual contribution matching by LAC to a retirement savings plan, up to 4% of base salary in 2025, subject to a contribution ceiling established annually (For Canadian employees (RRSP), the 2025 ceiling was CDN$32,490. For U.S. employees (401(k)), the 2025 ceilings were $23,500 for employees under age 50 and $31,100 for employees age 50 and over.). | Market competitive benefit. Encourages retirement savings. | | Health, Wellness and Other Benefits | Health, dental, life, critical illness and disability insurance. Health and wellness spending account. | Market competitive benefits. Encourages and supports health and wellness. |

  14. Elements of Executive Compensation

    The C&L Committee reviews each element of compensation for market competitiveness and may weigh a particular element more heavily based on the respective executive’s role and responsibilities within the Company. The committee’s focus is on remaining competitive in the market with respect to LAC’s total compensation program, in addition to certain components of executive compensation such as base salary and performance-based compensation. For the year ended December 31, 2025, STI awards for the Named Executives were determined based on the 2025 scorecard (weighted in the range of 80% to 100% for Named Executives based on position level) and individual performance for the year (weighted in the range of 0% to 20% for Named Executives based on position level). Corporate goals and objectives were then cascaded down throughout the organization, after being approved by the C&L Committee. Following the Separation, executive officer and director compensation was paid by LAC. In connection with the Separation, holders of all RSUs, PSUs and DSUs of Old LAC (the “Old LAC Units”) received, in exchange for such outstanding Old LAC Units, equivalent incentive securities of LAC and Lithium Argentina (the “Lithium Argentina Units”). In order to compensate for adjustments made to the Lithium Argentina Units pursuant to the application of subsection 7(1.4) of the Tax Act, certain directors and executive officers of LAC were granted additional RSUs on October 24, 2023, which vested on January 1, 2024 unless such directors or executive officers opted to defer such vesting (the “Cutback Grant”), as more particularly described in the footnotes to the tables below. Although the Company has the discretion to award RSUs, PSUs and options to directors under LAC’s Equity Incentive Plan (the “Former Plan”), the Cutback Grant was intended as a one-time grant to certain directors and executive officers to compensate for certain adjustments under the Tax Act. Going forward, the Company generally intends to compensate directors with a combination of cash and DSUs, rather than RSUs, PSUs and/or options, pursuant to its director compensation program under LAC’s Amended and Restated Equity Incentive Plan (the “A&R Plan”). Pursuant to the A&R Plan, no non-employee director shall be granted awards during any calendar year that, when aggregated with such non-employee director’s cash fees with respect to such calendar year, exceed $700,000 in total value.

  15. Compensation Advisor and Peer Group Benchmarking Review

    Compensation Advisor and Peer Group Benchmarking Review To continue to offer market-competitive levels of compensation, the Company engaged CAP to provide independent compensation advisory services to the C&L Committee and management. CAP was engaged to recommend executive compensation and performance peer groups for LAC, which were approved by the Board and are more particularly described in the Executive Compensation Peer Group and Peer Group subsections below. CAP also provided the following services to the Company in 2025: executive compensation benchmarking, incentive plan design and non-employee director compensation benchmarking. CAP regularly attends meetings of the C&L Committee. The 2025 benchmarking review completed by CAP, in consultation with management and the C&L Committee involved an assessment review of an executive compensation peer group consisting of public lithium mining companies, other diversified mining companies, and lithium and other specialty chemical producers located in Canada, the U.S. and Australia which publicly disclose their compensation practices. After confirming the peer group, target compensation for the Company’s executives was compared to peer group data and other industry survey data, reflecting positions with similar roles and scopes of responsibility. Executive compensation adjustments for 2025 were determined based on this review, in addition to the PSU performance peer group established for 2025.

  16. Executive Compensation Peer Group

    Executive Compensation Peer Group Following the Separation in 2023, the Board has periodically reviewed LAC’s peer group to ensure alignment with the Company’s size, strategy and market positioning. In November 2024, CAP conducted a comprehensive review of the peer group based on the following criteria:

  17. Executive Compensation Peer Group

    | Peer Group Criteria | | | Public Companies | Publicly traded companies generally reflect the most relevant benchmarks, and provide an efficient source of executive compensation information | | Company Size | Executive compensation levels are generally correlated with company size (e.g., market capitalization) and stage as public company | | Operating/Business | Factors considered included geographic footprint, operating characteristics, corporate office location and stock price correlation |

  18. Executive Compensation Peer Group

    Based on CAP’s review and recommendations, the Board approved the following Compensation Peer Group for 2024. The peer group was reviewed again in 2025 and remained unchanged.

  19. Executive Compensation Peer Group

    | 2025 Compensation Peer Group(1) | | | | Centerra Gold Inc. | Liontown Limited (formerly Liontown Resources Limited) | Sigma Lithium Corporation | | Compass Minerals International, Inc. | Lithium Argentina AG (formerly Lithium Americas (Argentina) Corp.) | SSR Mining Inc. | | Ecovyst Inc. | McEwen Inc. (formerly McEwen Mining Inc.) | Standard Lithium Ltd. | | Elevra Lithium Limited (formerly Sayona Mining Limited) | MP Materials Corp. | TETRA Technologies, Inc. | | Ioneer Ltd. | Oceana Gold Corporation | Tronox Holdings plc |

  20. Executive Compensation Peer Group

    (1) The companies included in the compensation peer groups are identified as they existed at the time the compensation peer groups were assembled and do not reflect any changes relating to such entities as a result of any subsequent corporate developments including name changes, mergers, acquisitions and other corporate transactions.

  21. Performance Peer Group

    Performance Peer Group The criteria set out below were applied to develop the following performance peer group for LAC, which was recommended by CAP and the C&L Committee, and approved by the Board. The performance peer group is used to determine LAC’s relative TSR performance for PSUs granted to executives, as described in more detail below.

  22. Performance Peer Group

    | Criteria for Selection as Performance Peers | | | Industry | Public companies with comparable sectors to include mining – specifically lithium, then broader to other precious metals, and specialty chemicals companies with a focus on lithium mining | | Geographic Location | Companies operating in similar geographic locations, consideration of stock price correlation and performance among companies within the peer group | | Size | Comparable size to LAC based on market capitalization, enterprise value, and level of assets |

  23. Performance Peer Group

    | 2025 Performance Peer Group | | | | Albemarle Corporation | Liontown Limited | PLS Group Limited | | American Battery Technology Company | Lithium Argentina AG | Sigma Lithium Corporation | | Compass Minerals International, Inc. | MP Materials Corp. | Standard Lithium Ltd. | | Ioneer Ltd. | Mineral Resources Limited | TETRA Technologies, Inc. |

  24. Performance Peer Group

    For PSU awards granted in 2024, which remain outstanding, the Company used the following performance peer group:

  25. Performance Peer Group

    | Albemarle Corporation | Mineral Resources Limited | Piedmont Lithium, Inc. | | Arcadium Lithium plc | MP Materials Corp. | Standard Lithium Ltd | | Compass Minerals International, Inc. | Pilbara Minerals Limited | TETRA Technologies, Inc. | | Ioneer Ltd. | | |

  26. Short-Term Incentive Compensation

    Short-Term Incentive Compensation The Company awards annual STI compensation to executives based on the achievement of corporate and individual goals for the applicable performance year. STI awards are designed to motivate performance that is aligned with the overall strategic objectives of the Company. STI targets are established as a percentage of base salary for each executive position, ranging from 50% for certain executives up to 100% for the CEO and Executive Chair in 2025. Actual awards are subject to a multiplier ranging from 0 to 200%, depending on actual performance for the year. STI compensation is discretionary and generally consists of a 50% cash payment and a 50% grant of RSUs vesting 60 days following date of grant. RSUs are awarded under the A&R Plan. STI awards are determined based on the corporate scorecard for the year and the individual performance of each executive. The C&L Committee determines STI awards for the CEO and Executive Chair and reviews and approves awards for other Named Executives based on management’s recommendations. All STI awards are approved by the Board. The STI award calculation formula is as follows: For 2025, the minimum payout, STI target and maximum payout opportunities for each Named Executive are set out below. STI awards may be revised above or below the target set for any of the Company’s Named Executives or other senior management, in the discretion of the Board on recommendation from the C&L Committee within the minimum and maximum ranges provided in the table.

  27. Short-Term Incentive Compensation

    | Named Executive | Minimum % Payout | STI Target % of Salary | Maximum Payout % of STI Target | Maximum Payout % of Salary | Corporate Goals Weighting | Individual Goals Weighting | | Jonathan Evans | 0% | 100% | 200% | 200% | 100% | 0% | | Kelvin Dushnisky | 0% | 100% | 200% | 200% | 100% | 0% | | Richard Gerspacher | 0% | 75% | 200% | 150% | 80% | 20% |

  28. 2025 Corporate Performance

    2025 Corporate Performance Summary of Corporate Scorecard Results 2025 was a transformational year with an overall company score of 153%. The Company’s 2025 scorecard targets and related performance results are summarized below.

  29. Long-Term Incentive Compensation

    Long-Term Incentive Compensation LTI compensation is another key component of the Company’s executive compensation program. LTI compensation is designed to promote long-term performance and retention and to align executives’ interests with those of shareholders. LTI awards provide executives with the opportunity to participate in the Company’s performance and the risks of share ownership. PSUs and RSUs are generally awarded to executives as LTI awards under the A&R Plan. PSUs generally have a three-year performance vesting cycle and are subject to performance vesting conditions based on relative TSR as described below. RSUs generally vest annually over a three-year period. The Company has the discretion to award options under the A&R Plan as executive compensation; however, the Company generally intends to award PSUs and RSUs, rather than options, pursuant to its executive compensation program. LTI awards for the CEO and Executive Chair are determined by the C&L Committee. For other executives and non-executives, management makes recommendations based on individual performance and retention considerations, which are reviewed by the Management Compensation Committee and the C&L Committee. The C&L Committee then makes a recommendation for Board approval of all LTI awards to be granted as equity compensation. The minimum LTI target and maximum payout opportunity for each Named Executive for 2025 based on performance in 2024 are set out below, as a percentage of base salary. Similar to STI awards, a LTI award may be revised above or below the target set for any of the Company’s Named Executives or other senior management, in the discretion of the Board on recommendation from the C&L Committee within the minimum and maximum ranges provided in the table.

  30. Long-Term Incentive Compensation

    | Named Executive | LTI Minimum Payout | LTI Target % of Base Salary | LTI Maximum % of Target | LTI Maximum % of Base Salary | | Jonathan Evans | 0% | 225% | 120% | 270% | | Kelvin Dushnisky | 0% | 130% | 120% | 156% | | Richard Gerspacher | 0% | 100% | 120% | 125% |

  31. PSU Performance

    PSU Performance PSUs will generally vest in full three years from the grant date and are payable in Common Shares. Performance is determined based on a comparison of TSR for LAC versus a performance peer group. The TSR for the three-year vesting period is calculated based on three cumulative measurement periods of equal weighting. The formula used to determine the payout factor for the 2025 PSUs is as follows:

  32. Payout Calculation

    Payout Calculation Payout Factor = 1-Year Performance Multiplier x (1/3) + 2-Year Performance Multiplier x (1/3) + 3-Year Performance Multiplier x (1/3) For each cumulative measurement period, LAC’s TSR is ranked relative to the performance peer group and the performance multiplier is determined based on linear interpolation:

  33. Payout Calculation

    | LAC’s Percent Rank | Performance Multiplier | | Below 25th Percentile | 0x | | 25th Percentile | 0.5x | | 50th Percentile | 1.0x | | 75th Percentile and Above | 2.0x |

  34. Payout Calculation

    Vested PSUs are settled in Common Shares upon vesting unless deferred, with the number of Common Shares calculated based on the payout factor from the calculation described above._

  35. 2025 Individual Performance and STI and LTI Awards

    2025 Individual Performance and STI and LTI Awards 2025 STI awards for Named Executives based on corporate and individual performance are set out in the table below.

  36. 2025 Individual Performance and STI and LTI Awards

    | Named Executive | 2025 Annual Base Salary ($) | STI Cash Awards ($) | Number of RSUs Awarded as STI Award(1) | RSU STI Award Value ($) | | Jonathan Evans | 666,250 | 509,681 | 82,172 | 509,681 | | Kelvin Dushnisky | 604,750 | 462,634 | 74,587 | 462,634 | | Richard Gerspacher | 476,625 | 275,608 | 44,434 | 275,608 |

  37. 2025 Individual Performance and STI and LTI Awards

    Note: (1) Amounts in this column represent the STI awards for performance in 2025 determined based on actual achievement of the applicable performance metrics. Fifty percent of the amount was paid in cash in February 2026, and the remaining fifty percent was granted on January 29, 2026, vesting 60 days from such grant date. See Executive Compensation – 2025 Individual Performance and STI and LTI awards. The calculated 2025 LTI awards granted to Named Executives based on their individual performance scorecards and adjusted for long-term retention purposes are set out in the table below. The Board approved the 2025 PSU awards with a three-year vesting period in April 2025. 2025 PSU awards will be fully vested in April 2028.

  38. 2025 Individual Performance and STI and LTI Awards

    | Named Executive | 2024 Annual Base Salary ($) | LTI Award Value(1) ($) | Number of PSUs Awarded as LTI Award | Number of RSUs Awarded as LTI Award | | Jonathan Evans(2) | 650,000 | 1,499,063 | 293,692 | 293,692 | | Kelvin Dushnisky(3) | 590,000 | 786,175 | 154,025 | 154,025 | | Richard Gerspacher(4) | 465,000 | 524,288 | 102,717 | 102,717 |

  39. 2025 Individual Performance and STI and LTI Awards

    Notes: (1) The fair value of share-based LTI RSU and PSU awards was based on the five-day VWAP of $2.5521 calculated as of the day prior to the grant date. Amounts in this column for Named Executive each represent the aggregate grant date fair value of the RSUs and PSUs granted to each of the Named Executives, calculated in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. The FASB ASC Topic 718 grant date fair value of the PSUs was determined using a Monte Carlo simulation. The assumptions underlying these calculations are the closing share prices and volatility of the Company and its peer group, the risk-free rate derived from the U.S. Treasury curve, and a correlation matrix of share price returns calculated over a historical period of three years. See Executive Compensation – Elements of Executive Compensation – PSU Performance for further details on how the Company determines the value of PSUs and PSU vesting. (2) Mr. Evans’ 2025 LTI awards were based on his base salary of $666,250 as of January 1, 2025. (3) Mr. Dushnisky's 2025 LTI awards were based on his base salary of $604,750 as of January 1, 2025. (4) Mr. Gerspacher’s 2025 LTI awards were based on his base salary of $476,625 as of January 1, 2025.

  40. Policies and Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information LAC does not currently grant stock options or option-like equity awards to the Company’s executive officers, employees or directors, therefore LAC does not currently have a formal practice or policy with respect to the grant of stock options or option-like awards.

  41. Other Compensation Objectives

    Other Compensation Objectives Effective January 1, 2026, LAC updated its Share Ownership Policy, which requires, among other things, that (i) non-executive directors of LAC are required to hold Common Shares (including any grants of RSUs and DSUs) having a value equal to five times their annual cash retainer, and must achieve this level of share ownership within five years from the date they are first elected or appointed as a director of LAC; (ii) the CEO of LAC is required to hold Common Shares (including any grants of RSUs and PSUs) having a value equal to five (5) times the gross amount of the CEO’s annual base salary; and (iii) all other executives are required to hold Common Shares (including any grants of RSUs and PSUs) having a value equal to two (2) times the gross amount of their salary. Unexercised stock options (whether vested or unvested) and unearned PSUs do not count toward the minimum share ownership requirements. Executives who were executives as at January 1, 2024, are required to achieve the foregoing required levels of share ownership within five years following January 1, 2024, or if they were appointed subsequent to January 1, 2024, within five years from the date they are appointed as an executive of LAC.

  42. Management of Risks

    Management of Risks The C&L Committee and the Board periodically assess the implications of the risks associated with the Company’s compensation policies and practices. The committee retains discretion in implementing compensation decisions to mitigate unintended outcomes while remaining responsive to market conditions. Through the committee’s Charter, the C&L Committee has sole authority to retain consultants to assist it in the evaluation of compensation of the Company’s Named Executives and other senior management as well as directors. The Company maintains policies designed to mitigate compensation-related risks that could encourage inappropriate or excessive risk-taking. All material contracts and agreements require approval of the Board. The Board also approves annual and capital budgets. Under the Company’s Incentive Compensation Recovery (Clawback) Policy, the G&N Committee may recoup erroneously awarded incentive compensation, including RSUs, DSUs, PSUs and options, in the event of an accounting restatement due to material noncompliance with financial reporting requirements or misconduct that has a material adverse effect on the Company. The Incentive Compensation Recovery (Clawback) Policy is filed as an exhibit to the Form 10-K and available on the Company’s website. The Company’s Securities Trading Policy, which applies to (i) directors, executive officers and employees of LAC, (ii) the family members of those persons described in (i), and (iii) LAC contractors and consultants who have access to material nonpublic information concerning LAC (collectively, “Insiders”), prohibits Insiders from buying or selling LAC securities when in possession of material nonpublic information and during other closed periods. Any sale or purchase of Common Shares by directors, executive officers and all other senior leaders must be made during pre-established periods after receiving preclearance by LAC’s CFO or General Counsel, or such other person as may be designated by LAC from time to time. Trading in LAC derivatives (i.e., puts or calls), engaging in short sales or otherwise engaging in hedging activities and pledging of LAC securities is prohibited for all Insiders. The Securities Trading Policy is filed as an exhibit to the Form 10-K filed with the SEC on March 19, 2026 and is available on the Company’s website.

  43. Summary Compensation Table

    Summary Compensation Table The table below sets out all compensation for Named Executives for the Company’s fiscal years ended December 31, 2025 and December 31, 2024. Named Executives who are also directors of the Company are not compensated for their services as directors.

  44. Summary Compensation Table

    | Named Executive and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | Jonathan Evans, President and CEO | 2025 | 666,250 | − | 1,499,063 | 1,019,363 | 23,500 | 3,208,176 | | | 2024 | 650,000 | − | 1,500,000 | 832,000 | 13,800 | 2,995,800 | | Kelvin Dushnisky, Executive Chair | 2025 | 604,750 | − | 786,175 | 925,268 | 16,245 | 2,332,438 | | | 2024 | 590,000 | − | 147,500 | 755,200 | 0 | 1,492,700 | | Richard Gerspacher, Executive Vice President, Capital Projects and Operations(4) | 2025 | 476,625 | − | 524,288 | 551,217 | 23,500 | 1,575,630 | | | 2024 | 465,000 | − | 517,500 | 468,720 | 13,800 | 1,465,020 |

  45. Summary Compensation Table

    Notes: (1) Amounts in this column for each Named Executive represent the aggregate grant date fair value of the RSUs and PSUs granted to each of the Named Executives, calculated in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. The FASB ASC Topic 718 grant date fair value of the PSUs was determined using a Monte Carlo simulation. The assumptions underlying these calculations are the closing share prices and volatility of the Company and its peer group, the risk-free rate derived from the U.S. Treasury curve, and a correlation matrix of share price returns calculated over a historical period of three years. See Executive Compensation – Elements of Executive Compensation – PSU Performance for further details on how the Company determines the value of PSUs and PSU vesting. (2) Amounts in this column represent the STI awards for performance in 2025 and 2024 determined based on actual achievement of the applicable performance metrics. Fifty percent of the amount was paid in cash in February 2026, and the remaining fifty percent was granted on January 29, 2026, vesting 60 days from such grant date. The amounts in this column represent both the cash and expected value of the RSUs. See Executive Compensation – 2025 Individual Performance and STI and LTI awards. (3) Amounts in this column include the following for 2025: (i) for Mr. Evans, $23,500 in Company 401(k) plan contributions; and (ii) for Mr. Gerspacher, $23,500 in Company 401(k) plan contributions, For Mr. Dushnisky CAD$ 16,245 in RRSP employer match. Mr. Gerspacher has served as the Executive Vice President, Capital Projects and Operations of the Company since January 1, 2026. He served as the Executive Vice President, Capital Projects since the Separation on October 3, 2023 to December 31, 2025.

  46. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The table below sets out all outstanding and unvested equity awards for Named Executives for the Company’s fiscal year ended December 31, 2025.

  47. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Stock Awards | | | Name | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($) (2) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(3) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4) | | Jonathan Evans | 582,499 | 2,539,696 | 371,450 | 1,619,520 | | Kelvin Dushnisky | 608,466 | 2,652,912 | 161,671 | 704,886 | | Richard Gerspacher | 155,053 | 676,031 | 129,544 | 564,812 |

  48. Outstanding Equity Awards at 2025 Fiscal Year-End

    Notes: (1) The amounts in this column represent: RSUs granted on April 10, 2025, to each of the Named Executives in the following amounts: Mr. Evans, 293,692 RSUs; Mr. Dushnisky, 154,025 RSUs; and Mr. Gerspacher, 102,717 RSUs. The RSUs vest in annual equal installments on April 10, 2026, April 10, 2027 and April 10, 2028, subject to continued employment through such vesting dates. RSUs granted on January 23, 2024 to each of the Named Executives in the following amounts: Mr. Evans, 155,515 RSUs; Mr. Dushnisky, 15,292 RSUs; and Mr. Gerspacher, 53,653 RSUs. The RSUs vest in annual equal installments on January 23, 2025, January 23, 2026 and January 23, 2027, subject to continued employment through such vesting dates. RSUs granted on October 24, 2023 to Messrs. Dushnisky and Gerspacher in the following amounts: Mr. Dushnisky, 146,967 RSUs; and Mr. Gerspacher, 38,610 RSUs. The RSUs vest in annual equal installments on October 24, 2025, October 24, 2026 and October 24, 2027, subject to continued employment through such vesting dates. 8,712 RSUs granted on February 9, 2023 to Mr. Gerspacher, which vest on his termination of employment. PSUs granted to Mr. Evans, Mr. Dushnisky and to Mr. Gerspacher all in 2024 and 2025 in the following amounts: Mr. Evans, 155,515 and 293,692 PSUs, respectively, Mr. Dushnisky, 15,292 and 154,025 PSUs respectively and Mr. Gerspacher, 53,653 and 102,717 PSUs respectively. PSUs granted to Mr. Evans in 2023 and to Mr. Gerspacher in 2023 in the following amounts: Mr. Evans, 46,996 PSUs, and Mr. Gerspacher, 23,746 PSUs. The 2023 PSUs were deemed earned at 100% as of the Separation and subject only to continued employment through February 8, 2026. DSUs granted to Messrs. Evans and Dushnisky in the following amounts: Mr. Evans, 9,747 DSUs; and Mr. Dushnisky, 10,548 DSUs. The DSUs will vest and be settled upon a termination of employment. (2) The amounts in this column reflect the aggregate market value of outstanding RSUs, PSUs and DSUs, as applicable, calculated using the value of a common share of the Company on December 31, 2025, which was $4.36. (3) The amounts in this column represent the threshold number of PSUs granted on January 23, 2024 to each of the Named Executives that could become earned based on the Company’s absolute and relative TSR performance over a three-year performance period. As of December 31, 2025, the Company’s absolute and relative TSR performance were both tracking at 0%. Therefore, pursuant to the applicable SEC rules, the amounts in this column reflect the threshold payout. The actual number of PSUs earned based on actual performance over the full performance period may be more or less than this amount. (4) The amounts in this column reflect the aggregate market value of outstanding PSUs, calculated using the value of a common share of the Company on December 31, 2025, which was $4.36. At the time of the Separation, Mr. Evans was granted replacement RSUs for awards originally granted in April 2019, October 2019, March 2020, January 2021, January 2022, and February 2023, totaling 227,222 RSUs. These RSUs vest upon both a change in control and the cessation of employment.

  49. Other Compensation and Pension Benefits

    Other Compensation and Pension Benefits LAC has not maintained, and does not currently maintain a defined benefit pension plan or nonqualified deferred compensation plan in which the Company’s Named Executives participate. The Company currently maintains a registered retirement savings plan (“RRSP”) program for Canadian employees and a 401(k) savings plan for U.S. employees, where eligible employees, including the Company’s Named Executives, are allowed to contribute portions of their eligible compensation to a tax-qualified account. For the RRSP, LAC provided discretionary matching contributions equal to 4% of employees’ eligible compensation contributed to their RRSP plan up to a maximum of CDN$32,490 and $23,500 for ages below 50; and $31,100 for ages 50 and over. For the 401(k) savings plan, LAC provided discretionary matching contributions equal to 4% of employees’ eligible compensation contributed to the plan up to a maximum compensation limit of $350,000.

  50. Director Compensation

    Director Compensation The Company’s director compensation program has been designed to be competitive to market. LAC intends to review the program with the assistance of an independent compensation consultant every two years to allow LAC to attract and retain qualified directors to serve on the Board. The first review occurred in 2024. The compensation peer group for purposes of benchmarking director compensation is the same as that for the Company’s executive compensation program. See Executive Compensation – Compensation Benchmarking for further details.

  51. Director Fee Schedule

    | Non-Employee Director Compensation | Compensation (in cash or securities) | | Annual base fees | | | Independent director fee (for all independent directors) | $190,000 per year, with a minimum of $125,000 payable in DSUs under the A&R Plan Directors may choose to take more of the cash retainer in DSUs (up to the full $190,000); provided that, such election shall be made by each Director once per year and shall apply for the entire year, whereby a Director shall not have the option to amend an election once made for the calendar year | | Lead independent director retainer | $25,000: $15,000 cash and $10,000 in DSUs under the A&R Plan | | Additional fees for serving on committees | | | Annual fee for acting as Chair of the Audit and Risk Committee | $28,500 per year | | Annual fee for acting as Chair of the Compensation and Leadership Committee | $22,500 per year | | Annual fee for acting as Chair of the Technical Committee | $25,000 per year | | Annual fee for acting as Chair of any other Committee of the Board | $20,000 per year | | Annual fee for serving as a non-Chair member of any committee | $10,000 per year | | Special committee meeting fees | To be set by the Board concurrent with establishing the special committee, and dependent upon the expected workload |

  52. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation earned by all directors other than directors who are also Named Executives for the year ended December 31, 2025. In 2025, a total of $1,321,000 in director compensation was earned by independent directors. The total amount of director compensation in the table below excludes compensation earned by Mr. Evans and Mr. Dushnisky, who do not receive additional compensation for their services as directors of LAC but rather are compensated in connection with their respective executive roles.

  53. Director Compensation Table

    | Director Name | Fees Earned ($)(1) | Share- Based Awards ($)(2) | Total ($)(2) | | Michael Brown | 30,000 | 190,000 | 220,000 | | Fabiana Chubbs | 103,500 | 125,000 | 228,500 | | Yuan Gao | 95,000 | 160,000 | 255,000 | | Zach Kirkman(3) | − | − | − | | Jinhee Magie(4) | 107,500 | 125,000 | 232,500 | | Philip Montgomery(5) | 110,000 | 275,000 | 385,000 |

  54. Director Compensation Table

    (1) Cash portion of fees earned by each director. (2) Share-based awards portion of fees earned by each director. Amounts in this column represent the aggregate grant date fair value of the DSUs granted to directors during the 2025 fiscal year, calculated in accordance with FASB ASC Topic 718. The FASB ASC Topic 718 value for the DSUs was calculated using the volume weighted adjusted price (“VWAP”) over the five days up to and including the last day of the applicable quarter. As of December 31, 2025, the following DSUs were held by each of the Company’s directors, which are unvested and will be settled at the end of their board tenure, respectively: (i) Michael Brown, 92,288 DSUs, (ii) Fabiana Chubbs, 94,421 DSUs, (iii) Yuan Gao, 118,516 DSUs, (iv) Jinhee Magie, 71,239 DSUs and (v) Philip Montgomery, 58,582 DSUs. (3) Pursuant to the GM Investor Rights Agreement, a director’s fee would have been payable to Mr. Kirkman based on Mr. Kirkman’s service on the Board unless GM waived the fee. GM waived the director’s fee and as such Mr. Kirkman did not receive director compensation as the GM director nominee on the Board. Mr. Kirkman, who was nominated as a director by GM, resigned from the Board effective March 1, 2026 concurrent with stepping down from his role at GM to pursue other opportunities. (4) Ms. Magie will not be standing for re-election at the Annual Meeting. Pursuant to the Amended and Restated Lithium Americas Corp. Equity Incentive Plan, the Board approved a one-time grant of RSUs to Mr. Montgomery, the Chair of the Technical Committee, of $150,000, calculated based on a five-day VWAP as at the last five trading days of Q1 2025. The following table provides a breakdown of the fees earned by independent directors in the table above, based on the services each director provided under the fee schedule, except as otherwise indicated:

  55. Director Compensation Table

    | Director Name | | Board Retainer ($) | Committee Retainer ($) | Board and Committee Meeting Fees ($) | Total ($) | | Michael Brown | Cash Share-based Awards | − 190,000 | 30,000 − | − − | 30,000 190,000 | | Fabiana Chubbs | Cash Share-based Awards | 65,000 125,000 | 38,500 − | − − | 103,500 125,000 | | Yuan Gao | Cash Share-based Awards | 55,000 160,000 | 40,000 − | − − | 95,000 160,000 | | Zach Kirkman(1) | Cash Share-based Awards | − − | − − | − − | − − | | Jinhee Magie(2) | Cash Share-based Awards | 65,000 125,000 | 42,500 − | − − | 107,500 125,000 | | Philip Montgomery(3) | Cash Share-based Awards | 65,000 125,000 | 45,000 150,000 | − − | 110,000 275,000 |

  56. Director Compensation Table

    (1) Pursuant to the GM Investor Rights Agreement, a director’s fee would have been payable to Mr. Kirkman based on Mr. Kirkman’s service on the Board unless GM waived the fee. GM waived the director’s fee and as such Mr. Kirkman did not receive director compensation as the GM director nominee on the Board. Mr. Kirkman, who was nominated as a director by GM, resigned from the Board effective March 1, 2026 concurrent with stepping down from his role at GM to pursue other opportunities. (2) Ms. Magie will not be standing for re-election at the Annual Meeting. Pursuant to the Amended and Restated Lithium Americas Corp. Equity Incentive Plan, the Board approved a one-time grant of RSUs to Mr. Montgomery, the Chair of the Technical Committee, of $150,000, calculated based on a five-day VWAP as at the last five trading days of Q1 2025.

  57. Consideration of Director Nominees

    Consideration of Director Nominees The Company’s “Inclusion and Belonging Policy” requires the Board to take into consideration diversity of skills and experiences in the selection criteria for new director appointments. We seek directors with the highest standards of ethics and integrity, sound business judgment and the willingness to make a strong commitment to the Company and its success. The G&N Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each Board committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the G&N Committee. The G&N Committee and the Board seek to include directors with a diversity of professional experience, viewpoints, skills and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent shareholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the G&N Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. The G&N Committee does not have a formal policy that addresses director candidates recommended by shareholders because the Board believes that its current director solicitation processes and shareholder engagement are sufficient to incorporate shareholder involvement without a formal policy. Additionally, the G&N Committee will consider director candidates recommended by shareholders, and its process and criteria for considering such recommendations are no different than its process and criteria for screening and evaluating candidates suggested by directors, management of the Company or third parties.

  58. Indebtedness of Directors and Executive Officers

    Indebtedness of Directors and Executive Officers None of the current or former directors or executive officers of the Company or its subsidiaries, any nominee for director of the Company, nor their respective associates or affiliates, are or have been indebted to the Company or its subsidiaries since the beginning of the last completed financial year of the Company.