Change to Chief Executive Officer Remuneration Structure
Released
Released
Announcement PDF
Level 9, 2 Mill Street T 61 8 8317 1700 ABN 80 146 287 809
Perth WA 6000 E info@corelithium.com.au ASX CXO
23 October 2025
ASX: CXO Announcement
Change to Chief Executive Officer Remuneration
Structure
Core Lithium Ltd (ASX: CXO) (Core or Company) advises that, following an independent executive remuneration
review, the completion of the Restart Study and termination of legacy contracts, the Board has approved several
amendments to the remuneration structure of its Chief Executive Officer, Paul Brown, provided below. These
changes are effective 1 July 2025.
In summary, the Board has determined to modestly uplift Mr Brown’s fixed remuneration, with more material changes
made to increase the at-risk, performance-based component of Mr Brown’s incentive package. The Board considers
these changes as reflecting the next phase of Core’s growth strategy and strengthening alignment with shareholder
interests by increasing the proportion of remuneration contingent on delivering sustainable value for shareholders.
A summary of the amended CEO remuneration arrangements are provided below:
Key Terms
Details as per ASX announcement dated
20 May 2024
New Details
Appointment and
commencement date
Mr Brown will be appointed Chief Executive
Officer of Core Lithium on 4 June 2024.
No Changes
Term
Mr Brown’s appointment is ongoing and has no
fixed term.
No Changes
Fixed Remuneration
Fixed remuneration of $602,500 per annum
(including salary, superannuation contributions
and any salary sacrificed benefits).
CPI increase to $625,125 per annum
(including salary, superannuation
contributions and any salary sacrificed
benefits).
Short Term Incentive
(STI)
Mr Brown will be eligible to receive an annual
STI of up to a maximum of $361,500 per
annum, depending on the satisfaction of
applicable performance measured against key
performance indicators.
The STI is payable half as cash and half as
deferred shares that vest in equal tranches over
one and two years.
Mr Brown will be eligible to receive an annual
STI of up to a maximum stretch opportunity
of 90% of his fixed remuneration ($562,612
per annum), depending on the satisfaction of
applicable performance measured against
key performance indicators.
The STI is payable half as cash and half as
Rights that are restricted for one year to align
Core with the majority approach undertaken
by current peers.
The key STI performance indicators selected
by the Board for the 2026 financial year are
focussed on funding, cost management,
Key Terms
Details as per ASX announcement dated
20 May 2024
New Details
safety, site management, and commercial
and final Investment decision metrics for the
Company’s Finniss Lithium Project. Full
details of the measures and performance
outcomes will be provided in the 2026
Remuneration Report.
Long term incentive
(LTI)
Mr Brown will have an annual LTI opportunity of
$482,000 per annum 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.
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.
Mr Brown will have an annual LTI opportunity
of 150% of his fixed remuneration ($937,687
per annum) 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.
Issue of share
options
Within 14 days of the Commencement Date, Mr
Brown will be issued 3,500,000 unlisted share
options issued on the following terms:
• Expiry date: 30 June 2027.
• Exercise price: 150% x 30 day VWAP
prior to date of issue.
• Vesting: options vest on 1 July 2025
and will lapse if Mr Brown is not
employed by Core on 1 July 2025.
No Changes - additional share option grants
are not currently contemplated.
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
This announcement has been approved for release by the Board of Core Lithium Ltd.
For further information, please contact:
Investor Enquiries
Paul Brown
CEO
Core Lithium Ltd
+61 8 8317 1700
info@corelithium.com.au
Media enquiries
Michael Vaughan
Executive Director
Fivemark Partners
+61 422 602 720
michael.vaughan@fivemark.com.au
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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