UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Piedmont Lithium Inc.
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 42 E Catawba Street, Belmont, North Carolina 28012 |
Notice of the 2023 Annual Meeting
of Stockholders to be held on
June 13, 2023
To the Stockholders of Piedmont Lithium:
Piedmont Lithium Inc. (the(“Piedmont Lithium” or the “Company”) will hold its 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, January 11, 2022,June 13, 2023 at 11 a.m. Eastern Time. The Annual Meeting will be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/PLL2022PLL2023. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
1 | To elect the two Class III director nominees named in the Proxy Statement to serve for a three-year term until the |
2 | To ratify the |
3 | To |
| 4 | To approve the grant of up to 29,890 stock options to Mr. Keith |
| 5 | To approve the |
| 6 | To approve the |
| 7 | To approve the |
| 8 | To approve the |
| 9 | To approve the grant of up to 1,591 restricted stock units to Mr. Jorge Beristain; |
| 10 | To approve the grant of up to 1,591 restricted stock units to Mr. Michael Bless; |
| 11 | To approve the grant of up to 1,591 restricted stock units to Mr. Claude Demby; and |
12 | To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The Board of Directors has fixed November 22, 2021April 18, 2023 as the record date.date (the “Record Date”). Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
Instructions for accessing the virtual Annual Meeting are provided in the Proxy Statement. In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary of the Annual Meeting will convene the meeting at 12 p.m. Eastern Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair.chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at piedmontlithium.com/www.piedmontlithium.com/investors/.
By Order of the Board of Directors,
/s/ Keith Phillips
Keith Phillips
President and Chief Executive Officer
Belmont, North Carolina
April 28, 2023
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL The Notice, the | |||
Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible to ensure your representation at the Annual Meeting. You may vote online; by telephone, in accordance with instructions on your proxy card or voting instruction form; or by using the proxy card or voting instruction form provided with the printed proxy materials.
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider in voting your shares of common stock. Please read the complete Proxy Statement and our Annual Report on Form 10-K and 10-K/A for the fiscal year ended December 31, 2022 carefully before voting.
Meeting Information
 | Date Tuesday, June 13, 2023 |  | Time |  | Virtual Meeting |  | Record Date April 18, 2023 |
How to Vote
Your vote is important. You may vote your shares in advance of the 2023 Annual Meeting of Stockholders or during the virtual Annual Meeting, pleaseMeeting.
REGISTERED AND BENEFICIAL STOCKHOLDERS
| Internet To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/ PLL2023. You will need the control number printed on your notice, proxy card or voting instruction form. |  | Telephone Dial toll-free (1-800-690-6903) or dial the telephone number on your voting instruction form. You will need to follow the instructions and use the control number printed on your proxy card or voting instruction form. |  | Mail If you received a proxy card or voting instruction form by mail, send your completed and signed proxy card or voting instruction form using the enclosed postage-paid envelope. |
CDI HOLDERS
| Instruct CDN Instruct CHESS Depositary Nominees Pty Ltd. (“CDN”) to vote the shares underlying your CDIs pursuant to your instructions in the CDI Voting Instruction Form. | Obtain a Control Number Contact the Company’s Secretary at voting@piedmontlithium.com by no later than 5:00 p.m. Eastern Time on June 6, 2023 (being 7:00 a.m. Australian Eastern Standard Time on June 7, 2023) in order to obtain a unique control number to attend, vote at and/or ask questions at the Annual Meeting. | Convert Your Shares Convert your CDIs into shares and vote these shares at the Annual Meeting. The conversion must be done prior to the Record Date. Please contact Computershare Investor Services Pty Ltd. for further information in relation to the conversion process. |
Please refer to “How Do I Vote?” in the Question & Answer section for detailed voting instructions. If you vote as promptly as possible in order to ensure your representation atvia the Annual Meeting. You may vote online or, if you requested printed copies of the proxy materials,Internet, by telephone or by usingplan to vote electronically during the Annual Meeting of Stockholders, you do not need to mail in a proxy card or voting instruction form provided with the printed proxy materials.
Voting Matters
Proposal 1: Election of Class III Director Nominees Named in This Proxy Statement
To elect the two Class III director nominees named in the Proxy Statement as Class III directors of the Company, to serve for a three-year term until the 20222026 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.
| ü | Our Board unanimously recommends that you vote “FOR” each of the director nominees named in this Proxy Statement. |
Proposal 2: Ratification of the Appointment of the Independent Auditor
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
| ü | Our Board unanimously recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. |
Proposal 3: Approval of, on an Advisory Basis, the Compensation of our Named Executive Officers
To approve, on a non-binding, advisory basis, the compensation of our named executive officers.
| ü | Our Board unanimously recommends that you vote “FOR” the approval of, on an advisory basis, the compensation of our named executive officers. |
Proposal 4: Approval of the Grant of Stock Options to Be HeldMr. Keith Phillips
To approve the grant of stock options to Mr. Keith Phillips.
| ü | The Board (excluding Mr. Phillips) recommends a vote “FOR” the approval of the grant of stock options to Mr. Phillips. |
Proposal 5: Approval of the Grant of Restricted Stock Units to Mr. Keith Phillips
To approve the grant of restricted stock units to Mr. Keith Phillips.
| ü | The Board (excluding Mr. Phillips) recommends a vote “FOR” the approval of the grant of restricted stock units to Mr. Phillips. |
Proposal 6: Approval of the Grant of Performance Stock Units to Mr. Keith Phillips
To approve the grant of performance stock units to Mr. Keith Phillips.
| ü | The Board (excluding Mr. Phillips) recommends a vote “FOR” the approval of the grant of performance stock units to Mr. Phillips. |
Proposals 7-11: Approval of the Grants of Restricted Stock Units to the Non-Executive Directors
To approve the grants of restricted stock units to the non-executive directors.
| ü | The Board (excluding each director for their own equity grant) recommends a vote “FOR” the approval of the grants of restricted stock units to the non-executive directors. |
Information Regarding our Directors
| Name | Age | Director Since | Occupation | Independent | Committee Membership(s) (as of April 28, 2023) | Committee Membership(s) (as of the Annual Meeting) | Other Public Boards |
| Jeff Armstrong | 58 | 2021 | Former Chief Executive Officer and Chief Financial Officer of North Inlet Advisors | ü | LCC | AC NCGC (Chair) | None |
| Keith Phillips | 63 | 2021 | President and Chief Executive Officer of the Company | None | None | None | |
| Christina Alvord | 56 | 2023 | Former President of the Central Division of Vulcan Materials Company | ü | LCC | LCC NCGC | Apogee Enterprises, Inc. Albany International Corp. |
| Jorge Beristain | 53 | 2021 | Vice President of Finance for Ryerson Holdings Corp. | ü | AC (Chair)FE NCGC | AC (Chair)FE NCGC | None |
| Michael Bless | 57 | 2023 | Former President and Chief Executive Officer of Century Aluminum Company | ü | AC | AC LCC | CNA Financial Corp. Enact Holdings, Inc. |
| Claude Demby | 58 | 2021 | Former President of Cree LED (now known as Wolfspeed, Inc.) | ü | AC NCGC (Chair) | LCC (Chair) NCGC | Eos Energy Enterprises Brown Capital Management Mutual Fund Trust |
| Susan Jones(1) | 53 | 2021 | Former Executive Vice President and Chief Executive Officer of Potash | ü | LCC (Chair) NCGC | N/A | TC Energy Corp. CN Rail |
| (1) | Ms. Jones resigned from the Board, effective as of immediately prior to the Annual Meeting (the “Effective Time”), and, as such, will not be standing for re-election at the Annual Meeting. |
| AC:Audit Committee | FE Audit Committee Financial Expert |
LCC: Leadership and Compensation Committee
NCGC: Nominating and Corporate Governance Committee
TOTAL SHAREHOLDER RETURN
About the Company
Piedmont Lithium is developing a world-class, multi-asset, integrated lithium business focused on January 11, 2022.enabling the transition to a net zero world and the creation of a clean energy economy in North America. Our goal is to become one of the largest lithium hydroxide producers in North America by processing spodumene concentrate produced from assets where we hold an economic interest. Our projects include our Carolina Lithium and Tennessee Lithium projects in the United States and partnerships in Quebec with Sayona Mining (ASX:SYA) and in Ghana with Atlantic Lithium (AIM:ALL; ASX:A11). These geographically diversified operations will enable us to play a pivotal role in supporting America’s move toward energy independence and the electrification of transportation and energy storage.
Redomiciliation
The Company changed its place of domicile from Australia to the State of Delaware in the United States, effective May 17, 2021, pursuant to a Redomiciliation, as described below. Unless the context otherwise indicates, (1) the term “Piedmont Lithium” refers to Piedmont Lithium Inc., a Delaware corporation, and its consolidated subsidiaries at all times on and after the effective date of the Redomiciliation and (2) the term “Piedmont Australia” refers to Piedmont Lithium Pty Ltd. (formerly named Piedmont Lithium Limited), an Australian corporation, and its consolidated subsidiaries at all times prior to the effective date of the Redomiciliation.
Piedmont Lithium acquired all of the issued and outstanding ordinary shares of Piedmont Australia, our Australian founding company and now a wholly owned subsidiary, pursuant to a Scheme of Arrangement under Australian law, which was approved by Piedmont Australia’s stockholders on April 29, 2021, and the Supreme Court of Western Australia on May 5, 2021 (collectively referred to as the “Redomiciliation”).
Piedmont Australia’s ordinary shares were listed on the Australian Securities Exchange (the “ASX”), and Piedmont Australia’s American Depositary Shares (“ADSs”), each representing 100 of Piedmont Australia’s ordinary shares, were listed on Nasdaq. Following the approval of the Redomiciliation, the Company moved the primary listing from the ASX to Nasdaq and listed Chess Depository Interests (the “CDIs”), each representing 1/100th of a share of common stock of Piedmont Lithium on the ASX.
Table of Contents
Legal Matters
Forward-Looking Statements. The Proxy Statement and Annual Report for the year ended June 30, 2021 are available at www.proxyvote.com.
Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.
| Piedmont Lithium, Inc. | 1 | 2023 Proxy Statement |
Our Corporate Governance
Our business affairs are managed under the Statedirection of Delaware inour Board. Our Board has adopted a set of Principles of Corporate Governance as a framework for the United States, effective May 17, 2021 pursuant to a Redomiciliation, as described below. Unless the context otherwise indicates, the term “Piedmont Lithium” refers to Piedmont Lithium Inc., a Delaware corporation, and its consolidated subsidiaries at all times on and after the effective dategovernance of the RedomiciliationCompany, which is posted on our website located at www.piedmontlithium.com/about/, under “Governance.”
The Board currently consists of seven directors and “Piedmont Australia” refers to Piedmont Lithium Limited, an Australian corporation,is divided into three classes of directors designated Class I, Class II and its consolidated subsidiaries at all times prior to the effective dateClass III. The terms of the Redomiciliation.
On April 6, 2023, Ms. Jones, a Class III director, resigned from the Board, and she will be stepping down from the Board, effective as of the Effective Time, and, as such, she will not be standing for re-election at the Annual Meeting. In accordance with our Amended and Restated Bylaws (the “Annual Meeting”“Bylaws”), the Board has decreased the size of the Board from seven to be held virtuallysix directors effective as of immediately following the Effective Time.
In connection with Ms. Jones’ departure from the Board, in order to rebalance the classes of directors in accordance with the Company’s Amended and Restated Certificate of Incorporation, on JanuaryApril 10, 2023, Ms. Alvord, who had been designated as a Class I director, resigned as a Class I director from the Board solely for purposes of facilitating the rebalancing of classes of directors, and then, on April 11, 20222023 was immediately reappointed to the Board to serve as a Class III director, with a term to expire at 11 a.m. Eastern Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting, and to vote on the proposals described in this Proxy Statement. The proxy materialsserve until her successor shall have been duly elected and qualified or until her earlier death, resignation, removal, retirement or disqualification.
Each of Mr. Armstrong and Ms. Alvord are first being made available to our stockholders on or about November 30, 2021.
Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experienceexperiences considered by our Nominating and Corporate Governance Committee and the Board in determining to recommend them as nominees, is set forth below.
Name | Position | ||||||||
Jeff Armstrong | III | 58 | Chair of the Board | ||||||
| Keith Phillips | President and Chief Executive Officer | ||||||||
| Jorge Beristain | |||||||||
| Michael Bless | Director | ||||||||
| Claude Demby | II | 58 | Director |
| Piedmont Lithium, Inc. | 2 | 2023 Proxy Statement |
Class III Director Nominees Standing for Election at this Annual Meeting
Jeff Age: 58 Director since:2021 Committee(s) as of the | |||||||||
Background Mr. Armstronghas served as Chair of our Board since May 2021. He also served as chair of the board of our predecessor company prior to the Redomiciliation. He most recently served as Chief Executive Officer and Chief Financial Officer of North Inlet Advisors, a FINRA-regulated entity, from 2009 until 2022. North Inlet provides investment banking services to middle-market companies in the industrial, consumer, business services and agriculture spaces. Mr. Armstrong has served on the boards of private companies in the chemical, solar, health care device and direct to consumer sectors. Prior to 2009, Mr. Armstrong served as Head of Mergers and Acquisitions, Private Equity Coverage and Leveraged Capital at what is now Wells Fargo’s Investment Bank. Mr. Armstrong also worked as an investment banker in the late 1980s and 1990s for Citigroup and Morgan Stanley. Mr. Armstrong resides in Charlotte, North Carolina and is actively engaged in the community. | |||||||||
Qualifications and Skills We believe Mr. Armstrong is qualified to serve on our Board because of |
Christina Age: 56 Director since: 2023 Committee(s) as of the | Background Ms. Alvord has served as a member of our Board since January 2023. She most recently served as the President of the Central Division of Vulcan Materials Company (NYSE: VMC), the nation’s largest producer of construction aggregates, from 2019 to 2021. She previously served as Vulcan’s President of the Southern & Gulf Coast Division, from 2017 to 2019, and Vice President of Corporate Planning and Performance Improvement, from 2016 to 2017. Before joining Vulcan, Ms. Alvord held various executive management positions at GE Aviation, a subsidiary of General Electric, including serving as President of GE Aviation-Unison Industries and GE Aviation-Middle River Aircraft Systems. Ms. Alvord also serves on the boards of Apogee Enterprises, Inc. (Nasdaq: APOG), a provider of architectural products and services, and Albany International Corp. (NYSE: AIN), a developer and manufacturer of engineered components. She began her career as a strategy consultant at McKinsey & Co. | ||
| Ms. Alvord received a B.S. in Political Science, and a B.S. and M.S. in Mechanical Engineering from the Massachusetts Institute of Technology, and an M.B.A. from Harvard Business School. | |||
Qualifications and Skills We believe Ms. Alvord is qualified to serve on our Board because of her strong strategic leadership experience in the integrated mining business. |
LCC: Leadership and Compensation Committee NCGC: Nominating and Corporate Governance Committee | FE Audit Committee Financial Expert * : Chair |
| Piedmont Lithium, Inc. | 3 | 2023 Proxy Statement |
Class I Director NomineesDirectors Continuing in Office until the 2024 Annual Meeting of Stockholders
Keith Age: 63 Director since: 2021 Committee(s) as of the Annual Meeting: None | Background Mr. Phillips has served as our President and Chief Executive Officer since July 2017 and as a member of our Board since May 2021. He also served as Chief Executive Officer and a member of the board of our predecessor company prior to the Redomiciliation. Mr. Phillips joined the Company after a 30-year career on Wall Street during which time he worked on strategic and financing transactions representing over $100 billion in aggregate value. He served, most recently, as Senior Advisor with merchant banker Maxit Capital LP, from September 2015 to June 2017. Prior to Maxit Capital, he led the mining investment banking teams for Merrill Lynch, Bear Stearns, JPMorgan, and Dahlman Rose. | |
| Mr. Phillips received an M.B.A. from The University of Chicago and a Bachelor of Commerce from Laurentian University. | ||
Qualifications and Skills We believe Mr. Phillips is qualified to serve on our Board because of his extensive experience with mining companies, including at many established global leaders in the field, and his expertise in advising exploration and development-stage companies in achieving their strategic objectives, with a particular focus on obtaining relevance in the U.S. capital markets. |
Michael Age: 57 Director since: 2023 Committee(s) as of the Annual Meeting: AC, LCC | Background Mr. Bless has served as a member of our Board since January 2023. He most recently served as Special Advisor to the Chief Executive Officer and board of directors of Century Aluminum Company (Nasdaq: CENX), a U.S.-based, publicly-held, global producer of primary aluminum, from July 2021 through March 2022. Previously, he served as Century’s President and Chief Executive Officer from November 2011 to July 2021, and he was a member of Century’s board of directors from December 2012 to July 2021. Mr. Bless also served as Century’s Executive Vice President and Chief Financial Officer from 2006 to November 2011. Prior to Century, he held a range of executive positions with several companies including Maxtor Corp., a technology company, and Rockwell Automation, Inc. (NYSE: ROK), an automation company. Mr. Bless also serves on the boards of CNA Financial Corp. (NYSE: CNA), a property/casualty insurance company, and Enact Holdings, Inc. (Nasdaq: ACT), a mortgage insurance company. He previously served on the board of Simpson Manufacturing Co., Inc. (NYSE: SSD) from 2017 to 2021. | |
| Mr. Bless received an A.B. in History from Princeton University. | ||
Qualifications and Skills We believe Mr. Bless is qualified to serve on our Board because of his extensive executive and operational experience in the integrated mining business. |
| Piedmont Lithium, Inc. | 4 | 2023 Proxy Statement |
Class II Directors Continuing in Office until the 2025 Annual Meeting of Stockholders
Jorge Age: 53 Director since: 2021 Committee(s) as of the Annual Meeting: AC*FE, NCGC | Background Mr. Beristain has served as a member of our Board since May 2021. He also served as a member of the board of our predecessor company prior to the Redomiciliation. In January 2022, he was appointed Vice President of Finance for Ryerson Holdings Corporation (NYSE: RYI) (“RYI”). RYI is North America’s second-largest service center with approximately 100 locations in the U.S., Canada and Mexico, supplying carbon and stainless steel, aluminum, red metals and semi-fabricated products to the machinery, transport, consumer durables, food processing, construction and energy sectors. He previously served as Chief Financial Officer of Central Steel & Wire Co., a wholly owned subsidiary of RYI, from 2019 to 2021, where he was integral to the financial transformation of that subsidiary. From 2000 to 2017, Mr. Beristain served as Managing Director and Head of Deutsche Bank AG’s Americas Metals & Mining equity research, where he was consistently ranked by institutional investors as one of the top analysts in the U.S. During his over 20-year career on Wall Street, Mr. Beristain has lived and worked in the U.S., Latin America and Canada and has visited hundreds of industrial companies worldwide. | |
| Mr. Beristain received a B. Comm. from the University of Alberta and is CFA Charterholder. | ||
Qualifications and Skills We believe Mr. Beristain is qualified to serve on our Board because of his extensive international finance and public equity background and experience in the valuation of mining, metals and chemical operations and downstream manufactured metal uses. |
| Piedmont Lithium, Inc. | 5 | 2023 Proxy Statement |
| | | Fiscal 2021 | | | Fiscal 2020 | ||||
Fee Category | | | Deloitte | | | Deloitte Touche Tohmatsu | | | Deloitte Touche Tohmatsu |
Audit Fees(1) | | | $100,000 | | | $426,627 | | | $222,738 |
Audit-Related Fees | | | — | | | — | | | — |
Tax Fees | | | — | | | — | | | — |
All Other Fees | | | — | | | — | | | — |
Total Fees | | | $100,000 | | | $426,627 | | | $222,738 |
Claude Age: 58 Director since: 2021 Committee(s) as of the Annual Meeting: LCC*, NCGC | Background Mr. Demby has served as a member of our Board since June 2021. He most recently served as President of Cree LED, a Smart Global Holdings, Inc. company (now known as Wolfspeed, Nasdaq: WOLF), from 2020 to 2022. Prior to Smart Global Holdings acquiring Cree LED, from 2014 to 2020, Mr. Demby held various positions at Cree LED, including as Senior Vice President and General Manager of the Cree LED business, Senior Vice President of Corporate Development and Senior Vice President of the Semi-Conductor Materials business. Mr. Demby served as Chief Executive Officer and Director of the Noël Group, LLC, a global manufacturer of synthetic foam materials, from 2008 to 2014, and served on the board of directors of the Noël Group from 2001 to 2008. From 2001 to 2008, Mr. Demby was President and Chief Operating Officer of L&L Products Inc., a global manufacturer of NVH and structural devices for the |
| board of directors of Brown Capital Management Mutual Fund Trust (MUTF: BCSIX), a |
Director | | | Salary ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) |
Keith Phillips | | | 281,250 | | | 327,640 | | | 523,266 | | | 172,500 | | | 63,511 | | | 1,368,167 |
Qualifications and |
We believe Mr. Demby is qualified to |
No. of stock options vested | | | 25% | | | 50% | | | 75% | | | 100% |
Value of stock options ($) | | | $75,017.00 | | | $150,034.00 | | | $225,051.00 | | | $300,068.00 |
Director | | | Salary ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) |
Keith Phillips | | | 281,250 | | | 327,640 | | | 523,266 | | | 172,500 | | | 63,511 | | | 1,368,167 |
Jeff Armstrong | | | 30,000 | | | 105,000 | | | Nil | | | Nil | | | Nil | | | 135,000 |
Jorge Beristain | | | 40,000 | | | Nil | | | Nil | | | Nil | | | Nil | | | 40,000 |
Todd Hannigan | | | 30,000 | | | Nil | | | Nil | | | Nil | | | Nil | | | 30,000 |
Claude Demby | | | 67,500 | | | Nil | | | Nil | | | Nil | | | Nil | | | 67,500 |
Susan Jones | | | 60,000 | | | Nil | | | Nil | | | Nil | | | Nil | | | 60,000 |
Director | | | 1/3 vest | | | 2/3 vest | | | 3/3 vest | | | Total |
Keith Phillips | | | $111,529 | | | $111,529 | | | $111,529 | | | $334,588 |
Jeff Armstrong | | | $37,483 | | | $37,483 | | | $37,483 | | | $112,448 |
Jorge Beristain | | | $24,981 | | | $24,981 | | | $24,981 | | | $74,944 |
Todd Hannigan | | | $24,981 | | | $24,981 | | | $24,981 | | | $74,944 |
Claude Demby | | | $24,981 | | | $23,166 | | | $23,166 | | | $69,497 |
Susan Jones | | | $24,981 | | | $23,166 | | | $23,166 | | | $69,497 |
Director Nomination Process
The Nominating and Corporate Governance Committee is responsible for, among other things, overseeing succession planning for directors and ensuring that we have a qualified board to oversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders.all stakeholders. In this regard, the committee is charged with developing and recommending Board membership criteria to the Board for approval, evaluating the composition of the Board annually to assess the skills and experience that are currently represented on the Board and the skills and experience that the Board may find valuable in the future, and identifying, evaluating and recommending potential director candidates.
When identifying potential candidates for Board membership, the Nominating and Corporate Governance Committee considers recommendations fromof third-party search firms, directors, stockholders, management and others, including, from time to time, third-party search firms to assist it in locating qualified candidates.other sources. The committee does not distinguish between nominees recommended by stockholders and nominees recommended by other nominee recommendations.sources. Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities. As part of this vetting process, the committee, as well as other members of the Board and the Chief Executive Officer, may conduct interviews with the candidates. If the committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.
| Piedmont Lithium, Inc. | 6 | 2023 Proxy Statement |
Criteria for Board Membership
In assessing potential candidates for Board membership and in assessing Board composition, the Nominating and Corporate Governance Committee considers a wide range of factors, including directors’the director’s leadership experience, financial expertise and industry knowledge. In addition, the Nominating and Corporate Governance Committee generally believes it is important for all Board members to possess the highest personal and professional ethics, integrity and values, an inquisitive and objective perspective, a sense for priorities and balance, the ability and willingness to devote sufficient time and attention to Board matters, and a willingness to represent the long-term interests of all our stockholders.
Directors are encouraged to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. In addition, directors should advise the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on the board of another for-profit organization.
Board Diversity
The Nominating and Corporate Governance Committee assesses its effectiveness in balancingconsiders a potential director’s ability to contribute to the diversity of the Board, including gender, race, ethnic and national background, geography, age and sexual orientation. The Nominating and Corporate Governance Committee considers these considerationsfactors in connection with its annual evaluation of the composition and effectiveness of the Board. In this regard, our current Board of seven directors includes two female directors (28.5%) and two directors who are racially/ethnically diverse (28.5%).
Board Diversity (as of April 28, 2023)
| Keith Phillips | Jeff Armstrong | Christina Alvord | Jorge Beristain | Michael Bless | Claude Demby | Susan Jones | Total Number of Directors (7) | |
| Gender Identity | ||||||||
| Male |  | | | | | 5 | ||
| Female |  | | 2 | |||||
| Race/Ethnicity | ||||||||
| African American or Black | | 1 | ||||||
| White | | | | | | | 6 | |
| Hispanic or Latinx | | 1 | ||||||
| Two or More Races or Ethnicities | | 1 | ||||||
| Piedmont Lithium, Inc. | 7 | 2023 Proxy Statement |
Board Skills Matrix
Our director nominees and continuing directors have demonstrated subject matter expertise in the areas identified below or have actively supervised one or more persons with subject matter expertise in the identified areas.
| Keith Phillips | Jeff Armstrong | Christina Alvord | Jorge Beristain | Michael Bless | Claude Demby | Total | |
| Board of Directors Experience/Public Company Executive | | | | | | 5 | |
| Finance, Banking, Capital Allocation & Capital Markets | | | | | | 5 | |
| Finance/Accounting | | | | | 4 | ||
| Government/Regulatory | | | | 3 | |||
| Human Capital Management/ Labor/Compensation | | | | | | | 6 |
| Industry Experience (Chemical/Mining) | | | | | | 5 | |
| Clean Tech (EV/Battery) | | 1 | |||||
| Supply Chain and Logistics | | | | | 4 | ||
| International | | | | | | | 6 |
| M&A and Integration | | | | | | | 6 |
| Marketing/Sales | | | | | | 5 | |
| Strategy | | | | | | | 6 |
| Risk Management | | | | | | | 6 |
| ESG | | | | 3 | |||
| Years(1) | 2 | 2 | <1 | 2 | <1 | 2 |
| (1) | Board tenure in the table includes service on the Board since the Company's Redomiciliation and does not include service on the board of directors of Piedmont Lithium Pty Ltd (formerly, Piedmont Lithium Limited), our Australian predecessor, prior to the Company's Redomiciliation. |
Stockholder Recommendations for Directors
The Nominating and Corporate Governance Committee considers written recommendations from stockholders for director candidates. Any stockholder who wishes to propose director nominees for consideration by our Nominating and Corporate Governance Committee, but does not wish to present such proposal at an annual meeting of stockholders, may do so at any time by directing a description of each nominee’s name and qualifications for board membership to the Chair of the Nominating and Corporate Governance Committee’s policyCommittee by contacting the Secretary of the Company (the “Secretary”) at the address set forth on the first page of this Proxy Statement. The recommendation should contain all of the information regarding the nominee required under the “advance notice” provisions of our Bylaws (which will be provided free of charge upon written request to consider written recommendations from stockholders for nominees for director.the Secretary at the address set forth on the first page of this Proxy Statement). The committee considers nominees recommendedNominating and Corporate Governance Committee evaluates nominee proposals submitted by our stockholders in the same manner as a nomineein which it evaluates candidates recommended by our Board members or management. Any such recommendations should be submitted to the committee as described in the section titled “Stockholder Communications” below and should include the following information: (A) as to each person whom the stockholder proposes to nominate for election or re-election as a director: (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) such person’s written consent to serving as a director, if elected, for the full term for which such person is standing for election; provided, however, that, in addition to the information required in the stockholder’s notice, such person shall also provide the Company such other information that the Company may reasonably request and that is necessary to permit the Company to determine the eligibility of such person to serve as a director of the Company, including information relevant to a determination whether such person can be considered an independent director; (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made:
The Board does not require the separation of the offices of the ChairmanChair of the Board and the Chief Executive Officer, andOfficer; the Board’s current preference is to maintain separation of the offices. The Board recognizes that there is no single, generally accepted board leadership structure that is appropriate across all circumstances, and that the right structure may vary as circumstances change. As such, the Board periodically reviews its leadership structure to evaluate whether the structure remains appropriate for the Company. At any time when the positions of ChairmanChair of the Board and Chief Executive Officer are held by the same person, the independent directors of the Board will designate an independent director to serve as the lead independent director.
| Piedmont Lithium, Inc. | 8 | 2023 Proxy Statement |
Our Board has designated an independent member of the Board, Jeff Armstrong, to serve as ChairmanChair of the Board. The Chair of the Board may represent the Board in communications with stockholders and other stakeholders and provide input on the design of the Board itself. Our Board believes that its programs for overseeing risk, as described in the “Board Risk Oversight” section below, would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.
The directors generally meet in executive session at every regular Board meeting. The Chairman of the Board presides at these executive sessions. In addition, the independent directors meet in executive sessionsessions at every regular Board meeting,and committee meetings, and the lead independent directorChair of the Board or respective committee presides at these executive sessions. The purpose of these executive sessions is to encourage and enhance communication among non-management and independent directors.
Nasdaq listing rules require a majority of a listed company’s board of directors to be comprised of independent directors who, in the opinion of the board of directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Securities Exchange Act.
Our Board undertook a review of its composition and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including the beneficial ownership of our capital stock by each non-employeenon-executive director, our Board has determined that Messrs. Armstrong, Beristain, Bless and Demby and Hannigan and Ms. JonesAlvord qualify as “independent directors” as defined by the Nasdaq listing rules. The Board also determined that Ms. Jones, who resigned from the Board and will be stepping down from the Board, effective as of the Effective Time, is independent under the Nasdaq listing rules. Mr. Phillips is not deemed to be independent under Nasdaq listing rules by virtue of his employment with the Company. Former directors Anastasios Arima and Levi Mochkin,director Todd Hannigan, who resignedretired from the Board on June 1, 2021, were notApril 22, 2022, was independent during the period theyhe served on our Board.
Our Board also determined that each of the directors currently serving serving—and who have been appointed to serve as of the Annual Meeting—on the Audit Committee and the Leadership and Compensation Committee satisfysatisfies the heightened independence standards for audit committees and compensation committees, as applicable, established by SEC and Nasdaq listing rules. As described elsewhere in this proxy statement, we effected a Redomiciliation effective in May 2021, as a result of which we moved our place of incorporation from Australia to Delaware. As of that date, we ceased to be a foreign issuer and became subject to the rules
Role of the SECBoard
Our Board oversees the management of the Company and Nasdaq applicable to domestic corporations.its business. The Board selects the senior management team, which is responsible for operating the Company’s business, and monitors the performance of senior management. Consistent with the oversight function of the Board, the Board’s core responsibilities include:
| · | Assessing the performance of the CEO and other senior management and setting their compensation; |
| · | Planning for CEO and senior management succession and overseeing senior management development, including evaluating input from the Leadership and Compensation Committee; |
| · | Reviewing the Company’s strategies and monitoring their implementation and results; |
| · | Overseeing the integrity of the Company’s financial statements and the Company’s financial reporting process; |
| · | Overseeing the Company’s processes for assessing and managing risk, including ESG and Cybersecurity risks; |
| · | Overseeing legal and regulatory compliance; |
| · | Nominating the Company’s director candidates and appointing committee members; |
| · | Shaping effective corporate governance; and |
| · | Providing advice and counsel to management regarding significant issues facing the Company and reviewing and approving significant corporate actions. |
| Piedmont Lithium, Inc. | 9 | 2023 Proxy Statement |
Board Committees
Our Board has a separately designated Audit Committee, Leadership and Compensation Committee and Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at piedmontlithium.com/www.piedmontlithium.com/about/, under “Governance.”
Name | | | Audit Committee | | | Compensation Committee | | | Nominating & Corporate Governance Committee |
Keith Phillips | | | | | | | |||
Jeff Armstrong | | | | | Chair | | | ||
Jorge Beristain | | | Chair | | | | | X | |
Claude Demby | | | X | | | | | Chair | |
Todd Hannigan | | | X | | | X | | | |
Susan Jones | | | | | X | | | X | |
# of Meetings in Fiscal 2021 | | | 2 | | | 3 | | | 2 |
| Piedmont Lithium, Inc. | 10 | 2023 Proxy Statement |
| Audit Committee | ||
| Members | Principal Responsibilities: | |
As of April 28, 2023: Jorge Beristain As of the Annual Meeting: Jorge Beristain | The primary responsibilities of our Audit Committee are to monitor the role and processes of the Company related, but not limited to, consolidated financial statements, the independence and qualifications of our independent auditor, the performance of our accounting staff and independent auditor, our compliance with legal and regulatory requirements and the effectiveness of our internal controls. The Audit Committee is also responsible for selecting, retaining, evaluating, setting the compensation of and, if appropriate, recommending the termination of our independent auditor. | |
| Among its specific duties and responsibilities, the Audit Committee: | ||
| (a) is directly responsible, in its capacity as a committee of the Board, for the appointment, compensation, retention and oversight of the work of the outside auditor; | ||
| (b) obtains and reviews, at least annually, a report by the outside auditor describing: (1) the outside auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review or peer review or by any inquiry or investigation by any governmental or professional authorities, within the preceding five years, relating to one or more independent audits carried out by the outside auditor, and any steps taken to deal with any such issues; | ||
| (c) approves in advance all audit and permissible non-audit services to be provided by the outside auditor, and establish policies and procedures for the pre-approval of audit and permissible non-audit services to be provided by the outside auditor; | ||
| (d) at least annually, considers the independence of the outside auditor, and, consistent with rules of the Public Company Accounting Oversight Board (“PCAOB”), obtains and reviews a report by the outside auditor describing any relationships between the outside auditor and the Company or individuals in financial reporting oversight roles at the Company, that may reasonably be thought to bear on the outside auditor’s independence and discusses with the outside auditor the potential effects of any such relationships on the independence of the outside auditor; | ||
| (e) reviews and discusses with the outside auditor the matters required to be discussed by the outside auditor under Auditing Standard No. 1301, as adopted by the PCAOB and amended from time to time, including any problems or difficulties the outside auditor encountered in the course of its audit work and management’s response; | ||
| (f) meets to review and discuss with management and the outside auditor the annual audited and quarterly financial statements of the Company and the independent auditor’s reports related to the financial statements; | ||
| (g) recommends to the Board whether the financial statements should be included in the Company’s annual reports on Form 10-K; | ||
| (h) receives reports from the outside auditor and management regarding, and reviews and discusses the adequacy and effectiveness of, the Company’s internal controls, including any significant deficiencies in internal controls and significant changes in internal controls reported to the committee by the outside auditor or management; | ||
| (i) receives reports from management regarding, and reviews and discusses the adequacy and effectiveness of, the Company’s disclosure controls and procedures; | ||
| (j) if applicable, reviews and discusses with the principal internal auditor of the Company: (1) the annual audit plan and the adequacy of the internal audit resources and (2) the results of the internal audit program; | ||
| (k) annually reviews and discusses the performance and effectiveness of the internal audit function; | ||
| (l) oversees Piedmont’s information security matters and cybersecurity program; | ||
| (m) reviews and discusses earnings press releases and corporate practices with respect to earnings press releases and financial information and earnings guidance provided to analysts and ratings agencies; |
| (n) reviews and discusses the Company’s practices with respect to risk assessment and risk management; |
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| (o) oversees the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s code(s) of conduct and the Company’s policies and procedures for monitoring compliance; | ||
| (p) establishes and oversees procedures for handling reports of potential misconduct, including: (1) violations of law or the Company’s code(s) of conduct; (2) complaints regarding accounting, internal accounting controls, auditing and federal securities law matters; and (3) the confidential, anonymous submission of concerns by employees regarding accounting, internal accounting controls, auditing and federal securities law matters; | ||
| (q) establishes and periodically reviews policies and procedures for the review, approval and ratification of related person transactions (as defined in applicable SEC rules), reviews related person transactions, and oversees other related party transactions governed by applicable accounting standards; | ||
| (r) establishes policies for the hiring of employees and former employees of the outside auditor; and | ||
| (s) annually evaluates the performance of the Audit Committee and the adequacy of the Audit Committee charter and recommends changes to the Board as appropriate. | ||
| AUDIT COMMITTEE FINANCIAL EXPERT: | ||
| Mr. Beristain qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules. |
| Leadership and Compensation Committee | ||
| Members | Principal Responsibilities: | |
As of April 28, 2023: Susan Jones As of the Annual Meeting: Claude Demby | The primary purpose of our Leadership and Compensation Committee is to assist the Board in discharging its responsibilities relating to compensation of the Company’s executive officers and directors. The Leadership and Compensation Committee oversees succession planning for the Chief Executive Officer. Further, the Leadership and Compensation Committee engages with the Chief Executive Officer to monitor the succession planning process implemented by the Board for the other executives of the Company, including recommendations and evaluations of potential successors to fill such positions. Among its specific duties and responsibilities, the Leadership and Compensation Committee: | |
| (a) oversees the Company’s overall compensation philosophy, policies and programs, and assesses whether the Company’s compensation philosophy establishes appropriate incentives for management and employees; | ||
| (b) reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the Chief Executive Officer’s performance in light of those goals and objectives, recommends the grant of equity awards to the Chief Executive Officer and recommends to the Board the Chief Executive Officer’s compensation level based on this evaluation; | ||
| (c) oversees the evaluation of other executive officers and approves the grant of equity awards to other executive officers, and recommends to the Board the compensation of other executive officers based upon the recommendation of the Chief Executive Officer; | ||
| (d) administers and recommends to the Board the Company’s incentive compensation and equity-based compensation plans that are subject to the Board’s approval; | ||
| (e) reviews and approves the design of other benefit plans pertaining to executive officers; | ||
| (f) approves, amends or modifies the terms of other compensation and benefit plans as appropriate; |
| (g) reviews and recommends to the Board employment and severance arrangements for executive officers, including employment agreements and change-in-control provisions, plans or agreements; |
| Piedmont Lithium, Inc. | 12 | 2023 Proxy Statement |
| (h) reviews and discusses with management the Company’s Compensation Discussion and Analysis (“CD&A”) and related disclosures to the extent that the rules and regulations of the SEC require they be included in the Company’s annual report and proxy statement, and recommends to the Board, based on its reviews and discussions, whether the CD&A should be included in the annual report and proxy statement, and oversees the preparation of the committee’s report to the extent required by the rules and regulations of the SEC for inclusion in the Company’s annual report and proxy statement; | ||
| (i) periodically reviews the form and amount of compensation paid to directors for their service on the Board and its committees and recommends changes in compensation to the Board as appropriate; | ||
| (j) oversees the assessment of the risks related to the Company’s compensation policies and programs applicable to officers and employees, and reviews the results of this assessment; | ||
| (k) oversees the risks regarding the attraction and retention of talent and the risks of succession planning; | ||
| (l) at least annually, assesses whether the work of compensation consultants involved in determining or recommending executive or director compensation has raised any conflict of interest; and | ||
| (m) annually evaluates the performance of the Leadership and Compensation Committee and the adequacy of the Leadership and Compensation Committee’s charter and recommends changes to the Board as appropriate. | ||
| The Leadership and Compensation Committee may delegate its authority to one or more subcommittees or one member of the committee. The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans but will not be present during voting or deliberations on their own compensation. The committee has the authority to engage independent advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee periodically engages an outside consultant to advise on compensation-related matters. |
| Nominating and Corporate Governance Committee | ||
| Members | Principal Responsibilities: | |
As of April 28, 2023: Claude Demby (Chair) Jorge Beristain Susan Jones As of the Annual Meeting: Jeff Armstrong (Chair) Christina Alvord | The purpose, duties and responsibilities of the Nominating and Corporate Governance Committee are to identify individuals qualified to become members of the Board (consistent with criteria approved by the Board); recommend to the Board the Company’s director candidates for election at the annual meeting of stockholders; and perform a leadership role in shaping the Company’s corporate governance. Among its specific duties and responsibilities, the Nominating and Corporate Governance Committee: | |
| (a) develops and recommends to the Board criteria for identifying and evaluating director candidates and periodically reviews these criteria and recommends changes to the Board as appropriate; | ||
| (b) annually evaluates the composition of the Board to assess whether the skills, experience, characteristics and other criteria established by the Board are currently represented on the Board as a whole and with respect to each individual director, and assesses the criteria that may be needed in the future; | ||
| (c) identifies, reviews the qualifications of and recruits director candidates for election to the Board; | ||
| (d) assesses the qualifications, contributions and independence of incumbent directors in determining whether to recommend them for reelection to the Board; | ||
| (e) discusses succession planning for the Board and key leadership roles on the Board and its committees; | ||
| (f) establishes procedures for the consideration of director candidates recommended for the Nominating and Corporate Governance Committee’s consideration by the Company’s stockholders; | ||
| Piedmont Lithium, Inc. | 13 | 2023 Proxy Statement |
| (g) recommends to the Board the Company’s director candidates for election or reelection to the Board at each annual meeting of stockholders; | ||
| (h) recommends to the Board director candidates to be elected by the Board as necessary to fill vacancies and newly created directorships; | ||
| (i) develops and recommends to the Board a set of corporate governance principles, and annually reviews these principles and recommends changes to the Board as appropriate; | ||
| (j) periodically reviews the Board’s leadership structure and recommends changes to the Board as appropriate; | ||
| (k) recommends to the Board the size, structure, composition and functioning of the Board and its committees; | ||
| (l) oversees the orientation process for new directors and ongoing education for directors; | ||
| (m) oversees the evaluation of the Board and its committees; and | ||
| (n) annually evaluates the performance of the Nominating and Corporate Governance Committee and the adequacy of the Nominating and Corporate Governance Committee’s charter and recommends changes to the Board as appropriate. |
Board Risk Oversight
The Board manages the identification, analysis, and mitigation of short, intermediate and long-term risk for the Company. The Board’s risk management process includes regular discussions with Company’s executives and the effectivenessBoard also retains outside advisors and experts, from time to time, to anticipate future threats, all in an effort to manage the impact of our internal controls. The Audit Committee is also responsible for selecting, retaining (subject to stockholder approval), evaluating, setting the compensation of and, if appropriate, recommending the termination of our independent auditors.
| (a) | The Audit Committee has overall responsibility for overseeing the Company’s practices with respect to risk assessment and management. Additionally, the committee is responsible for overseeing management of risks related to our accounting and financial reporting processes. |
| (b) | The Leadership and Compensation Committee is responsible for overseeing management of risks related to our compensation policies and succession plans and programs applicable to officers and employees. |
| (c) | The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our corporate governance. |
Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks. While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.
Stakeholder Engagement
We engage with stockholders year-round through a variety of channels, including in-person meetings, phone calls, investor and industry conferences, non-deal roadshows and other relevant engagements from time to time. In 2022, the Company directly engaged with approximately 300 unique investment firms, representing a combination of current stockholders, prospective stockholders, and investment analysts. We also kept the investment community apprised of the latest relevant corporate news with frequent email updates to the approximately 12,000 stakeholders who have opted-in to receive our corporate communications.
| Piedmont Lithium, Inc. | 14 | 2023 Proxy Statement |
As a result of feedback gathered through these channels, the Company has adjusted our investor engagement strategy and implemented tangible changes, including:
In addition to stockholders, we actively engage with various stakeholder groups on the impact of our projects in the communities where we plan to operate. In 2022, as a result of the feedback gathered from these discussions, we:
Stakeholders can subscribe to our email communications through our website to stay informed on the latest corporate announcements. Questions can be submitted on our website or by emailing info@piedmontlithium.com.
Environmental, Social and Governance
ESG matters are a priority to us.
Our Board has overall accountability for the Company’s ESG performance, risk management and strategic direction, while the Nominating and Corporate Governance Committee is responsible for reviewing ESG initiatives and performance.
Nevertheless, all Board committees advance ESG initiatives that fall within their purview. The committees regularly report to the Board on ESG matters, strategy and progress on key ESG activities across the organization. Specific working teams at the department level own various ESG issues, develop action plans and are responsible for their implementation. This includes communicating progress, risks and issues, coordinating data management and being responsible for providing content for internal communication. The Company is also evaluating various disclosure frameworks including, but not limited to, Task Force on Climate-related Financial Disclosures, United Nations Sustainable Development Goals, and Sustainability Accounting Standards Board. Recruiting efforts at all levels of the Company include efforts to attract candidates from diverse backgrounds. Our employee base is diverse, with 37.5% of our senior leadership team being comprised of women.
Cybersecurity Matters
The Audit Committee oversees Piedmont’s information security matters and cybersecurity program. Piedmont’s cybersecurity program follows zero-trust principles and is continually adapted to create security standardizations that follow the National Institute of Standards and Technology’s (“NIST”) framework. The Company has partnered with a third-party cybersecurity agency to conduct annual security risk assessments, which are designed in alignment with the NIST Cybersecurity Framework.
The Company’s cybersecurity program is focused on privilege access management and network segmentation, and Piedmont works with a third-party Security Operations Center provider to continuously scan and monitor our networks for threats and vulnerabilities. Through this partnership, the Company has access to a 24/7 incident response team. Further, the partner performs annual penetration tests and breach and attack simulations to validate security controls. Our Chief Administrative Officer updates the Board regarding these initiatives on a quarterly basis.
| Piedmont Lithium, Inc. | 15 | 2023 Proxy Statement |
TABLE OF CONTENTSTable of Contents
Other Corporate Governance Practices and Policies
Director Attendance
The Board met 11five times during the year ended June 30, 2021 (which includes both meetings of the Board of Piedmont Australia prior to the Redomiciliation and meetings of the Board of Piedmont Delaware after the Redomiciliation). During 2021, eachDecember 31, 2022. Each member of the Board attended at least 90%75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee.
Directors are encouraged to attend the annual meeting of stockholders absent unusual circumstances. The 2022 Annual Meeting will be our firstAll five directors then-serving attended the annual meeting of stockholders as a public company.
Stockholder Communications
Stockholders and other interested parties may communicate with our Board or a particular director by sending a letter addressed to the Board or a particular director to our Corporate Secretary at the address set forth on the first page of this Proxy Statement. These communications will be compiled and reviewed by our Corporate Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications, (suchsuch as advertisements, solicitations and hostile communications).
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics that establishes the standards of ethical conduct applicable to all our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets and how to report compliance concerns. A copy of the code is available on our website located at piedmontlithium.com/www.piedmontlithium.com/about/, under “Governance.” We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by applicable rules. Our Board is responsible for applying and interpreting the code in situations where questions are presented to it.
Anti-Hedging Policy
We have a policy that prohibits our directors, officers, employees and consultants from engaging in (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) hedging transactions.
Compensation Committee Interlocks
None of the members of our Leadership and Compensation Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of our Boardthe board or the compensation committee of any entity that has one or more executive officers serving on our Board or the Leadership and Compensation Committee.
Director Compensation
The Board’s policy is to compensate Non-Executive Directors at market ratesnon-executive directors for comparable companies fortheir time, commitment and responsibilities. Givenresponsibilities at rates that are commiserate with the size, naturedirector compensation provided at comparable companies. In consultation with the Leadership and risksCompensation Committee’s independent consultant, the Leadership and Compensation Committee and the Board annually review non-executive director compensation to ensures it remains current with market practices and the duties of the Company, stock options have been used to attract and retain Non-Executive Directors, where deemed appropriate. The Board determines payments to the Non-Executive Directors and reviews their compensation annually,non-executive directors.
In February 2022, based on its review of director compensation practices of our Peer Group (as described in more detail under “Compensation Decision-Making Process”) and applicable survey data, Pearl Meyer, the Leadership and Compensation Committee’s independent consultant at such time, recommended increases to our non-executive director compensation program
| Piedmont Lithium, Inc. | 16 | 2023 Proxy Statement |
in order to align with market practice, dutiespractices. In consideration of Pearl Meyer’s recommendations, the Board approved the following 2022 director compensation program, which provides for cash retainers for services as a member of the Board and accountability. Independent external adviceas a member or chair of our Board committees, as well as an annual equity grant.
| Annual Cash Retainer: | $50,000 |
| Board Chair Retainer: | $25,000 |
| Committee Chair Retainers: | |
| Audit Committee | $15,000 |
| Leadership and Compensation Committee | $10,000 |
| Nominating and Corporate Governance Committee | $10,000 |
| Committee Member Retainers: | |
| Audit Committee | $7,500 |
| Leadership and Compensation Committee | $5,000 |
| Nominating and Corporate Governance Committee | $5,000 |
| Value of Annual Equity Grant (Board Chair) | $105,000 |
| Value of Annual Equity Grant (Other Board Members) | $70,000 |
In accordance with the 2022 director compensation program, each non-executive director received an annual equity award of restricted stock units (“RSUs”), which were subject to stockholder approval at the 2022 annual meeting of stockholders. The number of RSUs granted is sought when appropriate.
2022 Director Compensation Table
Our non-executive director compensation for the Chairman are presently $75,000 per annum ($30,000 in fiscal year 2021). Fees for other Non-Executive Directors are presently set at $50,000 per annum. These fees cover main board activities only. Non-Executive Directors may receive additional compensation for other services provided to the Company, including but not limited to, membership of committees. In addition to the fees paid in cash, each Non-Executive Director, subject to stockholder approval, is entitled to receive an initial award of restricted stock units having a value of $70,000 based on the closing price of the Company’s common stock on the date of appointment to the Board, which initial RSU award vests in three equal installments onended December 31, of2022, is indicated in the year of grant and December 31 of the two years thereafter.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) |
| Jorge Beristain | 73,521 | 127,866 | 201,387 |
| Jeff Armstrong | 85,281 | 191,796 | 277,077 |
| Todd Hannigan(2) | 31,250 | 127,866 | 159,116 |
| Claude Demby | 67,500 | 127,866 | 195,366 |
| Susan Jones(3) | 65,000 | 127,866 | 192,866 |
| (1) | On December 9, 2021, the Board approved a change in the Company's fiscal year end from June 30 to December 31. As a result, the Company held two Annual Meetings of Stockholders in 2022. As detailed below, stockholders approved grants of RSUs to the Company's directors at both of the Annual Meetings of Stockholders in 2022. Amounts in this column represent the aggregate grant date fair value of the RSUs granted during 2022, calculated in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the date of grant, which was (i) $45.40 for |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | All Other Compensation ($) | | | Total ($) |
Ian Middlemas(1) | | | 12,771 | | | — | | | — | | | — | | | 12,771 |
Anastasios Arima(2) | | | 88,333 | | | — | | | — | | | 12,177 | | | 100,510 |
Jorge Beristain | | | 40,000 | | | 70,000 | | | — | | | — | | | 40,000 |
Levi Mochkin(3) | | | 36,928 | | | — | | | — | | | 3,508 | | | 40,436 |
Jeff Armstrong | | | 30,000 | | | 105,000 | | | — | | | — | | | 135,000 |
Todd Hannigan(4) | | | 16,617 | | | 70,000 | | | — | | | — | | | 86,617 |
Claude Demby(5) | | | 7,875 | | | (7) | | | — | | | — | | | 7,875 |
Susan Jones(6) | | | 7,000 | | | (7) | | | — | | | — | | | 7,000 |
| Piedmont Lithium, Inc. | 17 | 2023 Proxy Statement |
| the RSUs approved by the Leadership and Compensation Committee on May 19, 2021 and approved by stockholders on February 3, 2022 (the date of grant under FASB ASC Topic 718) and (ii) $50.74 for the RSUs approved by the Leadership and Compensation Committee on February 27, 2022 and approved by stockholders on June 15, 2022 (the date of grant under FASB ASC Topic 718). For additional information regarding the assumptions underlying this calculation, please see “Note 9—Stock-Based Compensation” to our consolidated financial statements for the 2022 fiscal year located in our 2022 Annual Report on Form 10-K and 10-K/A. As of December 31, 2022, none of the non-executive directors held outstanding RSUs. | |
| (2) | Mr. |
| Ms. Jones resigned from the Board, |
2023 Director Compensation
In connection with the annual review of our non-executive director compensation and in consultation with Willis Towers Watson, the Leadership and Compensation Committee’s independent compensation consultant at such time, the Leadership and Compensation Committee recommended, and the Board approved, increases to certain components of the non-executive director compensation as set forth below to be effective for 2023 in order to further align director compensation with market practices:
| Annual Cash Retainer: | $60,000 | ||
| Committee Chair Retainers: | |||
| Audit Committee | $20,000 | ||
| Leadership and Compensation Committee | $15,000 | ||
| Nominating and Corporate Governance Committee | $12,000 | ||
| Committee Member Retainers: | |||
| Audit Committee | $9,500 | ||
| Leadership and Compensation Committee | $7,500 | ||
| Nominating and Corporate Governance Committee | $5,000 | ||
| Value of Annual Equity Grant (Board Chair) | $190,000 | ||
| Value of Annual Equity Grant (Other Board Members) | $105,000 |
Stock Ownership Guidelines
We require our directors to own significant amounts of our stock. Each non-executive director is required to accumulate stock equal to 5x the cash component of a non-executive director’s annual retainer (excluding any retainers for service on committees of the Board and any retainers for Board and committee leadership). Non-executive directors have five years to meet the requirement measured from April 28, 2022, the date the policy was adopted, or, if later, the time they are first retained as directors.
Individual and joint holdings of the Company’s stock with immediate family members count toward fulfilling the guidelines. Until a director holds the requisite number of shares of Company stock, the director may not sell more than 50% of the shares, net of shares sold for tax obligations, acquired from the vesting of stock awards. However, prior to meeting our stock ownership guidelines, a director is permitted to sell, without restriction, shares of Company stock purchased directly or indirectly by the director.
All non-executive directors are either currently in compliance with the guidelines or on track to comply with the guidelines by the end of the five-year grace period.
Indemnification Agreements
We have entered into indemnification agreements with our directors and our executive officers. The indemnification agreements and our amended and restated bylawsBylaws require us to indemnify these individuals to the fullest extent permitted by Delaware law.
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TABLE OF CONTENTSExecutive Officers
Biographical and other information regarding our executive officers is set forth below. There are no family relationships among any of our directors or executive officers.
Keith Phillips(1) | President and Chief Executive Officer | |||||
Patrick Brindle | ||||||
Executive Vice President and Chief Operating Officer | ||||||
Bruce Czachor | 61 | Executive Vice President, Chief Legal Officer and Secretary | ||||
| Austin Devaney | 57 | Executive Vice President and Chief Commercial Officer | ||||
| Krishna McVey | 53 | Executive Vice President and Chief Administrative Officer | ||||
| Michael White | Executive Vice President and Chief Financial Officer |
| (1) | For Mr. Phillips’ biographical information, see “Information Regarding Director Nominees and Continuing Directors” above. |
Patrick | Executive Vice President and Chief Operating Officer| Age: 46 | |
| Patrick Brindle. Mr. Brindle has | ||
| Mr. Brindle received a B.S. in Environmental Science and a B.S. in Civil Engineering from Virginia Tech. |
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Bruce | Executive Vice President, Chief Legal Officer and Secretary| Age: 61 | |
| Bruce Czachor. Mr. Czachor has served as our Executive Vice President, Chief Legal Officer and Secretary since August 2021. He joined the Company in December 2018 on a part-time basis as our Vice President and General Counsel and served as legal consultant for most of 2020 before rejoining as our Vice President and General Counsel in December 2020. Mr. Czachor has over 35 years of experience in general corporate matters, corporate governance, capital markets, bank finance, mergers and acquisitions, joint ventures, licensing agreements and commercial transactions, and was previously a partner and associate at Shearman & Sterling LLP from 1988 to 2011 and as a partner at Orrick, Herrington & Sutcliffe LLP from 2011 to 2013. Over his career, Mr. Czachor has represented a wide variety of businesses, ranging from Fortune 500 companies to start-ups, and he has extensive experience in the mining, energy and cleantech industries. | ||
| Mr. Czachor received a J.D. from New York Law School and a B.A. in Political Science from Binghamton University. He is admitted to practice in New York, New Jersey and California. | ||
Austin | Executive Vice President and Chief Commercial Officer| Age: 57 | |
| Austin Devaney. Mr. Devaney has served as our Executive Vice President and Chief Commercial Officer since December 2022. Previously, he served as our Senior Vice President and Chief Commercial Officer from February 2022 to December 2022 and Vice President, Sales and Marketing from July 2020 to February 2022. Prior to joining the Company, from September 2019 to July 2020, Mr. Devaney led the battery materials team for HIS Makit. From January 2015 to September 2019 he served in increasingly senior sales and marketing roles with Albemarle Corp. (NYSE: ALB), a lithium producer, ultimately serving as Vice President Strategic Marketing and Customer Excellence where he was responsible for global marketing and customer engagement for Albemarle’s battery markets. Mr. Devaney also served at Albemarle’s predecessor, Rockwood Lithium, as Global Product Manager – Lithium Hydroxide, and National Sales Manager – Battery Products. Prior to his time in the lithium business, Mr. Devaney held senior marketing and operational roles with U.S. chemical companies, including Occidental Chemical Corp. (NYSE: OXY), Kemira Oyj (OTCMKTS: KOYJF) and Fuchs Lubricants (FWB: FPE). | ||
| Mr. Devaney received a B.S. in Chemical Engineering from Clemson University and an M.B.A. from Southern Methodist University. |
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Krishna | Executive Vice President and Chief Administrative Officer| Age: 53 | |
| Krishna McVey. Ms. McVey has served as our Executive Vice President and Chief Administrative Officer since December 2022. Previously, she served as our Senior Vice President and Chief Administrative Officer from March 2022 to December 2022. From August 2021 to February 2022, she served as our Vice-President and Chief Human Resources Officer. Prior to joining the Company, from July 2017 to July 2021, Ms. McVey served in various roles at TC Transcontinental Packaging, a flexible packaging company, including as Global Director of Human Resources, Advanced Coatings and Vice President of Human Resources, Consumer and Pet Food Division, and U.S. Labor Relations. In these roles, she was responsible for establishing and driving labor relations strategy for all organized facilities in the United States and the UK as well as all human resource functions for the divisions within her purview. Prior to her time at TC Transcontinental, she had a 15-year career with Michelin North America, Inc., holding positions in both France and North America. Ms. McVey began her career in private practice with Edwards Ballard, a management-defense employment law firm, where she represented a variety of private and public employers in all aspects of employment litigation defense as well as in developing human resources policies and diversity programs. | ||
| Ms. McVey received a joint J.D. from the University of South Carolina School of Law and Master of Human Resources from the Darla Moore School of Business at the University of South Carolina, as well as her B.A. in French from the University of South Carolina. | ||
Michael | Executive Vice President and Chief Financial Officer| Age: 50 | |
| Michael White. Mr. White has served as our Executive Vice President and Chief Financial Officer since May 2021. Prior to joining the Company, from 2018 to 2020, Mr. White served as Vice President, Chief Accounting Officer and Corporate Controller of ChampionX Corp. (Nasdaq: CHX), formerly Apergy Corp., a multibillion-dollar manufacturing, chemicals and services public company, where he was responsible for leading the company’s global accounting and financial reporting. In that role, Mr. White led enterprise-wide transformation of the global controllership function, created sustainable financial reporting with key performance metrics for operational leadership and provided financial leadership related to mergers and acquisition activities, including a successful IPO. Prior to ChampionX, from 2014 to 2018, Mr. White served as Senior Vice President, Chief Accounting Officer and Corporate Controller for Aegion Corp., a global manufacturing company serving the industrial, oil and gas and water industries. He has held senior financial leadership positions throughout his 25-year career with companies primarily in the energy and technology sectors, including roles as Chief Financial Officer of Baker Energy (Nasdaq: BKR) and as a manager in the assurance practice with Ernst & Young LLP. | ||
| Mr. White received a Bachelor of Business Administration in Accounting and Finance from the University of Houston, C.T. Bauer College of Business and is a Certified Public Accountant. |
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Tax gross ups, other than for qualified relocation expenses available to all employees.
Reprice or exchange underwater options without stockholder approval.
