Change to Managing Director Remuneration Structure
Released
Released
Announcement PDF
Level 4, 186 St Georges Terrace T 61 8 8317 1700 ABN 80 146 287 809
Perth WA 6000 E info@corelithium.com.au ASX CXO
24 September 2026
ASX: CXO Announcement
Change to Managing Director Remuneration
Structure
Core Lithium Ltd (ASX: CXO) (Core or the Company) advises that, following an independent executive
remuneration review, the Board has approved several amendments to the remuneration structure of its Managing
Director and Chief Executive Officer, Paul Brown, provided below. These changes are effective 1 July 2026.
In summary, the Board has approved an increase in Mr Brown’s total fixed remuneration and is proposing a one-off
Finniss Payback Incentive, subject to shareholder approval. The existing STI and LTI structures and percentage
opportunities remain unchanged. The Board considers these changes appropriate given the next phase of Core’s
growth strategy, including the restart of operations at the Company’s Finniss Lithium Operation (Finniss), the
increased complexity of the Company’s operations and the responsibilities of the Managing Director role. The
increase in fixed remuneration is intended to align remuneration with market rates for comparable roles, informed
by independent benchmarking. The proposed Finniss Payback Incentive strengthens alignment with shareholder
interests by linking additional reward to Finniss performance outcomes. Taken together, the at-risk, performance-
based components of the incentive package connect annual execution, long-term shareholder value creation and
capital payback of the Finniss restart investment.
Asummary of the amended Managing Director and Chief Executive Officer remuneration arrangements are provided
in the table below:
Key Terms
Details as per ASX announcement
dated 23 October 2025
New Details
Fixed
Remuneration
Fixed remuneration of $625,125 per annum
(including salary, superannuation contributions
and any salary sacrificed benefits).
Increase to $765,000 per annum (including
salary, superannuation contributions and any
salary sacrificed benefits).
The increase comprises a 4% annual adjustment
and a separate market realignment informed by
independent benchmarking, considering
comparable roles, Core’s scale and operation
complexity, and the responsibilities of leading
Finniss into sustained operations.
Short Term
Incentive (STI)
Mr Brown will be eligible to receive an annual STI
of up to a maximum stretch opportunity of 90% of
his fixed remuneration depending on the
satisfaction of applicable performance measured
against key performance indicators.
The STI is payable half in cash and half as
Rights, restricted for one year to align Core with
the majority approach undertaken by current
peers.
Full details of the measures and performance
outcomes will be provided in the 2027
Remuneration Report.
No changes.
The existing short-term incentive (STI)
components and percentage opportunities
remain unchanged.
The STI continues to provide accountability for
delivery against annual Board- approved
performance indicators, with a maximum
opportunity of 90% of TFR ($688,500).
Key Terms
Details as per ASX announcement
dated 23 October 2025
New Details
Long term
incentive (LTI)
Mr Brown will have an annual LTI opportunity of
150% of his fixed remuneration to be awarded as
performance rights under the Core Incentive Plan
(CIP).
Performance rights will be subject to a 3 year
vesting period, with the vesting outcome
dependent on the achievement of performance
conditions determined by the Board. LTI
performance conditions are focussed on
shareholder returns and Reserve and Resource
growth. Full details of the measures and
performance outcomes will be provided in the
2026 Remuneration Report.
Performance rights awarded to Mr Brown will be
subject to the terms of the CIP as disclosed in
Core’s Remuneration Report, including the rules
relating to termination of employment, forfeiture
and clawback.
No changes.
The existing long-term incentive (LTI)
components and percentage opportunities
remain unchanged.
The LTI continues to link reward to shareholder
returns and Reserve and Resource growth over
three years, supporting both shareholder
outcomes and Core’s future mineral inventory.
The annual performance-rights grant opportunity
is 150% of TFR ($1,147,500).
Finniss
Payback
Incentive
Not Applicable
Subject to shareholder approval, Mr Brown will
be eligible to receive a one-off Finniss Payback
Incentive with a maximum opportunity of 180% of
fixed remuneration, covering a three-year
performance period. This is equivalent to
$459,000 per annum, or 60% of TFR, when
spread over the three-year performance period.
The maximum grant face value is $1,377,000.
This is a single award, not an annual entitlement.
The award is intended to align Managing Director
reward with the successful restart and ramp-up of
Finniss and recovery of the Finniss restart
investment.
The award will be delivered in performance rights
and will remain fully at risk, with vesting linked to
the delivery of cumulative qualifying Finniss cash
flow above a fixed Board-approved base case,
together with appropriate service, value-
preservation and governance conditions.
Achievement of the Base Case, or continued
service alone, will not result in vesting.
The award is additional to the existing STI and
LTI and outside ongoing remuneration.
Meeting annual operating priorities alone will not
earn the Finniss award; its separate conditions
must also be satisfied.
The value ultimately received from performance
rights depends on meeting vesting conditions
and Core’s share price.
Key Terms
Details as per ASX announcement
dated 23 October 2025
New Details
Remuneration
review
Mr Brown’s remuneration will be subject to
annual review by the Board.
No changes
Termination
provisions
Either Core or Mr Brown may terminate Mr
Brown’s employment (without cause) by
providing 4 months’ notice of termination. Core
may also terminate Mr Brown’s employment
summarily without notice if he engages in
particular conduct (for example, serious
misconduct) specified in his employment
agreement.
No changes
Post-
employment
restraint
Mr Brown is subject to customary restrictions on
being involved in a competing business or
soliciting employees or customers during, and
after ceasing, his employment.
No changes
Appointment
and
commencement
date
No Changes No changes
Term
Mr Brown’s appointment is ongoing and has no
fixed term.
No changes
Further details of the Finniss Payback Incentive, including the applicable performance hurdles, vesting conditions and other
terms, will be provided in the Company’s 2026 AGM Notice of Meeting.
This announcement has been approved for release by the Board of Core Lithium Ltd.
For further information, please contact:
Investor Enquiries
Paul Brown
Managing Director
Core Lithium Ltd
+61 8 8317 1700
info@corelithium.com.au
Media enquiries
Cameron Morse
Senior Managing Director
FTI Consulting
+61 433 886 871
cameron.morse@fticonsulting.com
About Core
Core Lithium Ltd (ASX: CXO) (Core or Company) is an Australian hard-rock lithium company that owns the
Finniss Lithium Operation on the Cox Peninsula, south-west and 88km by sealed road from the Darwin Port,
Northern Territory. Core's vision is to generate sustained shareholder value from critical minerals exploration and
mining projects underpinned by strong environmental, safety and social standards.
For further information about Core and its projects, visit www.corelithium.com.au
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