DEF 14A of Ur-Energy Inc
Filed Apr 24, 2026 · FY20250001104659-26-048693
Proposal No. 1:Election of Directors
Proposal No. 1:Election of Directors The articles of the Company provide that the Board of Directors of the Company (the “Board of Directors” or the “Board”) shall consist of a minimum of one and a maximum of ten directors, the number of which will be eight as elected at the Meeting. Election of directors will be conducted on an individual basis, and will include John W. Cash, Rob Chang, Elmer W. Dyke, Matthew D. Gili, Gary C. Huber, Thomas H. Parker, John Paul Pressey, and Kathy E. Walker. As discussed below in “Statement of Corporate Governance - Majority Voting,” each director must receive a majority of the votes cast (in person or by proxy) as to their election or will be required to submit their resignation subject to the provisions of the Canada Business Corporations Act (“CBCA”) and related regulations. Nominees: Each of the eight persons named above is a nominee for election as a director at the Meeting for a term of one year or until their successor is elected and qualified. Each of the nominees is currently serving as a director of the Company. All the directors other than Mr. Gili were elected to the Board of Directors at the last annual meeting of shareholders. Mr. Gili was appointed a director by the Board of Directors effective in December 2025 when he was appointed the Chief Executive Officer of the Company succeeding Mr. Cash. Management does not anticipate that any of the nominees for election as directors will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the form of proxy reserve the right to vote for another nominee in their discretion or for the election of only the remaining nominees. The Board of Directors has delegated to the Corporate Governance and Nominating Committee the responsibility for reviewing and recommending nominees for director, in conjunction with the Chairman of the Board, Mr. Cash. The Board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the Corporate Governance and Nominating Committee. Certain of our directors have historically and currently serve on boards of directors of other companies. We view this to be beneficial to the Company, provided there is no conflict of interest or restrictions on time that are disadvantageous to our Board’s interests. Current service on the boards of other public companies is set forth below in the biography of each applicable nominee and under “Service on Additional Boards.” The Company believes that service on other boards allows for broader experience and expertise that benefits the individual and the companies served, including Ur-Energy. None of our directors sits on more than three public company boards or, alternatively, is the CEO of a public company and sits on the board of more than two public companies besides the one for which they are the CEO (i.e., none of our directors is “overboarded”). In evaluating the qualifications of a director candidate, the Corporate Governance and Nominating Committee considers the candidate’s independence, character, business experience, industry-specific experience, including technical expertise, corporate governance skills and abilities, training and education, history of personal and professional achievement and leadership, commitment to performing the duties of a director, and other skills, abilities, and attributes that fill specific needs of the Board or its committees. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including natural resources exploration and development, mining operations, nuclear energy, executive management, board service, corporate governance, finance, financial markets, employment, and international business. These varied and substantial backgrounds, skills, and qualifications, as described in more detail below, and the contributions of each nominee to the development and current operations of the Company as described below under the heading “Board Composition” led the Corporate Governance and Nominating Committee and the Board of Directors to conclude that each of the nominees should serve as a director for the coming year.
Compensation Program
| ● | executive officers are motivated to create shareholder value through a number of components in our program, including our Stock Option Plan and our RSU&EI Plan; |
Compensation Program
| ● | performance by all employees is evaluated, with executive officers’ short-term incentive bonus awards being more closely aligned to performance on corporate objectives based on their greater opportunity and responsibility to shape corporate performance (with hourly and non-managerial staff bonuses more heavily weighted to their personal objectives); |
Compensation Program
| ● | for the payout of short-term incentive bonuses, certain defined thresholds must be reached as a minimum level of performance, typically 80% of the target (or a score of 2 on our 1-4 scale) before eligibility for |
Compensation Program
| payout, with such short-term incentive bonuses effectively capped, as the maximum level of performance is typically set at 120% of the target (or a score of 4 on our 1-4 scale); |
Compensation Program
| ● | reasonable salaries and overall compensation packages are based on regularly updated compensation surveys and ongoing review of peer comparators’ practices; |
Compensation Program
| ● | our employment agreements with executive officers protect proprietary information and contacts with personnel obtained while employed with the Company, and do not subject the Company to excessive severance obligations; |
Compensation Program
| ● | we do not permit repricing of stock options; |
Compensation Program
| ● | LTIP Awards to Incentivize: As a part of setting objectives and “looking ahead,” the Compensation Committee recommends, and the Board considers and approves, the annual grant of stock options and RSUs and other share units or Commons Shares available to grant under the Option Plan and the RSU&EI Plan to those eligible for consideration. See “Equity Incentive Plans” below. |
Compensation Program
| determined and awarded in the discretion of the Compensation Committee and the Board of Directors. See further discussion under “Short-Term Incentive Plan” below. |
Compensation Structure
| ● | ••• of an executive’s short-term incentive is based on corporate performance; and |
Compensation Structure
| ● | an executive’s long-term incentive is composed of a combination of stock options and restricted share units, which are highly leveraged to our share price performance. |
Compensation Structure
The incentive compensation actually received by the executive officers varies based on individual performance and the achievement of corporate and personal objectives and is ultimately subject to the discretion of the Compensation Committee and the Board of Directors. Components of Compensation Base Salary Base salary is the fixed portion of cash compensation earned by and paid to our executive officers and employees. We seek to identify levels of base salary or wage that will aid in attracting and retaining quality employees. Base salaries for all employees are reviewed at least annually by management. The Compensation Committee reviews the base salary for each executive officer routinely or upon a promotion or other change in job responsibility based on the individual’s level of responsibility, the importance of the position, and the individual’s contribution to our overall performance. The Compensation Committee also assesses the base salaries of the executive officers relative to a group of peer companies with similar scope and operations to ensure that base salaries are positioned competitively with executive officers in similar roles at peer companies. Our overall objective remains to provide a competitive base salary designed to recruit and retain qualified, high-performing executives, while responsibly administering our budget and achieving our corporate objectives. Short-Term Incentive Plan In addition to base salary, total cash compensation includes variable (at risk) short-term cash bonus incentive compensation. Bonus awards under our short-term incentive plan (“STIP”) are calculated using a formula that is based on: (i) performance of the Company relative to corporate objectives that are established by the Chief Executive Officer and reviewed and approved by the Compensation Committee and the Board of Directors; and (ii) individual performance relative to personal objectives that are established by the Board of Directors, in the case of the Chief Executive Officer, and the Chief Executive Officer, in the case of our other executive officers. The STIP is designed to incentivize and reward the achievement of both corporate and individual performance results. For executive officers, the relative weighting of corporate and individual objectives is structured to impose a greater degree of accountability and personal responsibility for the Company’s business objectives and overall success than for other employees. This portion of our compensation program was also developed through consideration of peer group practices and other standards. For 2025, the Company’s corporate objectives were assessed under categories for Operations; Growth; Environmental, Health, and Safety (“EHS”); and Corporate Services. Company performance based on these categories is discussed below under “2025 Performance Highlights.” As in recent prior years, we use a four-point scale to assess performance against both corporate objectives and personal objectives. Quantifiable objectives are measured based on three performance levels, Threshold, Target, and Maximum, where Threshold represents 80% of target performance, Target represents 100% of target performance, and Maximum represents 120% or more of target performance. For objectives based on qualitative factors or that include multiple measures, Target performance corresponds to a score of 3.0 on the four-point scale, which represents a ‘reasonable stretch’ level of performance. Threshold performance corresponds to a score of 2.0, representing partial but not fully successful performance. Maximum performance corresponds to a score of 4.0 on the scale, representing superior performance. Each objective is assigned a weighting based on its relative importance to overall performance. Once performance is assessed for each objective, weighted scores are aggregated to determine an overall performance score. An overall score of 2.0 (Threshold) or higher is required for a STIP payout, and no payout is made if the Threshold level is not achieved. A score at or above the Threshold results in a STIP payout at a percentage (multiplied by the applicable target percentage of base salary), which is determined as follows: a score at Threshold results in a STIP payout at 50%; a score between 2.0 (Threshold) and 3.0 (Target) results in a prorated STIP payout between 50% and 100%; a score at 3.0 (Target) results in a STIP payout at 100%; a score between 3.0 (Target) and 4.0 (Maximum) results in prorated STIP payout between 100% and 150%; and a score at or above 4.0 (Maximum) results in a STIP payout at 150%. As described above, to determine STIP awards, corporate objective performance and personal objective performance are weighted and applied to a target percentage of base salary. The target percentages and weights that were used to determine STIP awards for 2025 for our President and Chief Executive Officer and our other executive officers were as follows:
Compensation Structure
| 2025 STIP Targets and Weights | | | | | | STIP Target | Corporate | Personal | | | (% of | Objectives | Objectives | | POSITION | Base Salary) | Weight | Weight | | Chief Executive Officer | 80% | 60% | 40% | | President | 80% | 60% | 40% | | Other Executive Officers (CFO, COO, Corporate Secretary, and Vice Presidents) | 60% | 60% | 40% |
Compensation Structure
Actual STIP awards are based on performance for the year and are typically paid in the following year after our year-end results are evaluated. We calculate the STIP awards as follows: Long-Term Equity Incentives The long-term incentive plan (“LTIP”) includes our Option Plan and the RSU&EI Plan (which are together referred to as the “Equity Plans”). The Equity Plans together form a long-term incentive for eligible employees, including executive officers, and in the case of the Option Plan, our consultants. Eligibility for participation and awards under the Equity Plans are determined by the Compensation Committee, considering the recommendations of the Chief Executive Officer (and, for the Chief Executive Officer, by the Board of Directors, considering the recommendations of the Compensation Committee). The purposes of the Equity Plans are to provide eligible participants with the opportunity to own Common Shares of the Company, enhance the Company’s ability to attract, retain, and motivate key personnel, and align each participant’s interests with those of the Company’s shareholders. Awards made under the Equity Plans are based on a pre-established formula that is tied to base salary and our compensation structure. The LTIP target for our President and Chief Executive Officer is 80% of his base salary, and the LTIP target for our other executive officers is 60% of their base salary. A more detailed discussion of the Equity Plans is below under “Stock Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan.” Perquisites Including Benefits We provide employees, including our executive officers, with perquisites including personal benefits that we believe are reasonable and consistent with the overall compensation program to better enable us to attract and retain quality employees. We periodically review the types and levels of perquisites provided to executive officers and other employees to ensure competitiveness and value. Executive officers participate on the same terms as other eligible employees in our healthcare and other benefit programs, including a 401(k) retirement plan (with Company match); medical, prescription drug, dental, vision, short- and long-term disability, life and supplemental life insurances; an employee assistance program; and health and dependent care flexible spending accounts. Compensation Risk Assessment The charter for our Compensation Committee requires the Committee to review and consider the implications of the risks associated with our compensation policies and practices to avoid encouraging inappropriate risk taking by executive officers. The Compensation Committee has undertaken reviews of this type in conjunction with periodic reviews of the compensation program, including most recently in January 2026. The Committee has implemented and maintained multiple practices to ensure that there are not incentives to take inappropriate or excessive risks, including combining fixed and variable compensation, granting appropriate levels of equity compensation, and mandating equity ownership requirements for executive officers and directors which are routinely reviewed. As discussed elsewhere, we have also implemented insider trading, anti-hedging, anti-pledging and clawback policies. Based on the Compensation Committee’s review, we do not believe that the Company’s executive or non-executive compensation structure is reasonably likely to have a material adverse effect on the Company.
Compensation Program and Peer Group
Compensation Program and Peer Group The Compensation Committee from time to time undertakes thorough reviews of our compensation program, which may include a review of some or all of (a) competitive market data, (b) pay grades, (c) share ownership guidelines, (d) short-term cash incentive bonuses, and (e) long-term incentives in the form of equity compensation, as well as the overarching review of the proper components of the program and best utilization of each component. The Compensation Committee last completed a thorough review of our executive compensation in 2022. To assist with that review, the Committee retained Roger Gurr & Associates (“RG&A”) to review and analyze aspects of our compensation program, including our executive compensation, executive compensation program structure, and our peer group companies. In addition to comparing our compensation program and practices to those of peer companies, RG&A extended its review as necessary to other available data where peer data provided insufficient depth for a particular executive position and compensation. Our peer group, as informed by RG&A and as updated, provides a foundation for us to compare our compensation program and practices to peer companies. Peer companies have been selected that are similar in size, complexity, and risk profile, with market capitalization within a specified range. The compensation programs of prospective peers were also considered in the selection to ensure similarity in compensation components and policies and to note differences to be considered. The criteria considered to select our peer group included having corporate head offices in North America to best reflect the primary source of executive and board talent, common share listings on North American stock exchanges, operating companies in production in the extraction industries (uranium, precious metals mining, and energy-related production), ongoing exploration and development activities, and operations and projects in low-risk jurisdictions. The peer group approved by the Board for 2025, as informed by RG&A and as adjusted for corporate changes among the peers, includes five uranium producers and explorers, six other mining companies (e.g., gold, silver), and four other energy-related and specialty metals companies, each with similar revenues, total assets, and market capitalization. Generally, our ranking is in the mid-range of the peer group relative to those criteria. The Company’s peer group for 2025 was as follows:
Compensation Program and Peer Group
| Americas Gold and Silver Corporation | Denison Mines Corp. | Endeavour Silver Corp. | | enCore Energy Corp. | Energy Fuels Inc. | Evolution Petroleum Corp. | | Gold Resource Corporation | Largo Inc. | NexGen Energy Ltd. | | NioCorp Developments Ltd. | Nouveau Monde Graphite Inc. | Orla Mining Ltd. | | Seabridge Gold Inc. | Silvercorp Metals Inc. | Uranium Energy Corp. |
Compensation Program and Peer Group
As part of our succession planning efforts, the Company hired two new executive officers in 2025: Mr. Gili joined the Company as President in June 2025 and was appointed Chief Executive Officer in December 2025 upon the retirement of Mr. Cash; and Mr. Walle joined the Company in September 2025 as Vice President Finance. In addition, Mr. Ritchie joined the Company in January 2026 as General Counsel and Corporate Secretary. In setting the base salaries of these executive officers, the Compensation Committee considered the compensation of those in similar positions at peer companies, the base salaries of our other executive officers, the recommendations of the Chief Executive Officer, and the overall compensation program of our executive officers, which apply to all our executive officers, include our recent hires. To remain competitive and attract new talent for our Shirley Basin Project, all our non-exempt employees received a substantial per hour increase in their hourly wages in 2025. No modifications were made to our executives’ compensation in 2025, except for cost-of-living (COLA) adjustments in October 2025, when all employee wages and salaries were adjusted under our policies and practices. No update was provided in 2025 by an independent compensation consultant. However, the Compensation Committee has retained Zayla Partners (“Zayla”) to conduct a review and analysis of various aspects of the Company’s compensation program, including our peer group, executive compensation, and overall executive compensation program relative to the peer group and survey data. We expect the Board of Directors will approve changes to the Company’s executive compensation and executive compensation program in 2026 based on recommendations of the Compensation Committee that are informed by Zayla’s analysis. See also the discussion below under the heading “2026 Compensation Program.”
2026 Compensation Program
2026 Compensation Program As noted above, the Compensation Committee has retained Zayla to conduct a review and analysis of various aspects of the Company’s compensation program, including our peer group, executive compensation, and executive compensation program relative to our peer group and survey data to ensure that the Company remains sufficiently competitive to retain our executive officers, and that a sufficient portion of executive pay is at risk and leveraged to our share price performance. We expect the Board of Directors will approve changes to the Company’s executive compensation and executive compensation program in 2026 based on recommendations of the Compensation Committee that are informed by Zayla’s analysis.
Additional Compensation Practices
Additional Compensation Practices Share Ownership Guidelines All our executive officers and directors are encouraged to have a significant long-term financial interest in our Company. To encourage alignment of the interests of the executive officers and directors with those of our shareholders, our Board of Directors mandated that each executive officer be required to invest on a pre-determined schedule an amount equal to the executive officer’s annual base salary in shares or securities redeemable into shares. The Board of Directors approved additional guidelines (the “Guidelines”) related to the mandate, such that the requirement of share ownership be met on or before the later of: (i) December 31 of the fifth year after an executive officer becomes subject to the Guidelines; and (ii) December 31 of the third year from the effective date of a change in the executive officer’s annual base salary. The investment amount is calculated using the amount of the annual base salary of the executive officer at the later of: (i) the date the executive officer became subject to the Guidelines; and (ii) the date of the most recent increase to annual base salary. Compliance is evaluated annually at December 31. At December 31, 2025, all executive officers met the Guidelines or were on-track to meet the Guidelines within the prescribed timeframes. See also the discussion below under “Share Ownership Guidelines for Directors.” Insider Trading Policy The Company has adopted an insider trading policy, which is available on the Company’s website and filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed April 11, 2025). The Company’s insider trading policies specifically prohibit all directors and employees from engaging in short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging, and derivative transactions relating to securities of the Company. The policies also specifically prohibit the Company’s executive officers and directors from holding securities of the Company in margin accounts or pledging securities of the Company as collateral for loans as further described below. Anti-Hedging Policy; Anti-Pledging Policy The Company has imposed certain restrictions on trading, including the prohibition of hedging or pledging the Company’s securities, to avoid creating the appearance of impropriety, even if such trades were to occur while the individual is not in possession of material non-public information. We have a formal anti-hedging policy, as amended in 2022, which prohibits our executive officers, directors, and employees from engaging in hedging or similar monetization transactions with respect to the Company’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities. Our Board has also formally adopted an anti-pledging policy, prohibiting our executive officers and directors from holding Company Common Shares in a margin account or pledging Company securities as collateral for a loan. There are no insiders who have pledged Common Shares of the Company. Clawback Policy The Company has maintained a ‘clawback’ policy since 2014. In 2022, to implement requirements of the Dodd Frank Act, the SEC issued its final clawback rule as Rule 10D-1, and in 2023, NYSE American adopted its related listing rules, pursuant to Rule 10D-1, which were made final in 2023 Q4. Following the adoption of Rule 10D-1 and promulgation of the related listing rules, the Company adopted a clawback policy, effective October 26, 2023, to ensure compliance. The policy provides the Compensation Committee of the Board with the ability to recover “Incentive Compensation” (as defined in the policy) in the event of a restatement of the financial statements of the Company due to a material non-compliance with any financial reporting requirement under the securities laws (a “Triggering Event”). Upon the occurrence of a Triggering Event, the Company may seek recovery of Incentive Compensation received by any covered employee during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement, that would not otherwise have been paid to a covered employee if the correct performance data had been used to determine the amount payable. We filed our Clawback Policy as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (filed March 6, 2024). Policies and Practices Related to the Timing of Certain Equity Award Grants We have established processes to ensure that the timing of any stock option grants to executives is not influenced by material nonpublic information (“MNPI”) and that grant decisions are generally made based on a predetermined schedule as a part of our compensation program, described above. This seeks to avoid any upcoming announcements or events that could impact our stock price, and as we have done historically, we may defer a routine or special grant if we are in possession of MNPI. Except for the foregoing, the Company does not have a formal policy on the timing of awards of stock options or similar instruments with option-like features. The Compensation Committee carefully reviews with management any potential MNPI before granting options and generally does not time the grant of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation. Tax and Accounting Considerations The Compensation Committee considers tax and accounting rules and regulations when structuring our executive compensation program. Our plans and programs are designed to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “IRS Code”), which regulates deferred compensation and provides for potentially early taxation and a 20% additional tax on non-compliant arrangements. Equity awards are accounted for under FASB ASC Topic 718, which requires the recognition of expense for the fair value of such awards, and the Compensation Committee considers the accounting expense of such awards when authorizing grants under both equity compensation plans. Compensation Consultant Fees The Compensation Committee did pay any third-party compensation consultant fees in 2025. In 2025, the Compensation Committee engaged Zayla to conduct an analysis in 2026 of the Company’s peer group, executive compensation, and executive compensation program relative to our peer group and survey data but did not pay any fees to Zayla in 2025.
Summary Compensation Table
Summary Compensation Table The following table sets forth the summary information concerning compensation earned during the financial years ended December 31, 2025 and 2024 by our Named Executive Officers serving during the year ended December 31, 2025.
Summary Compensation Table
| | | | | | | | Change in | | | | | | | | | | | pension value | | | | | | | | | | | and | | | | | | | | | | Non-equity | nonqualified | | | | | | | | Stock | Option | incentive plan | deferred | All other | | | | | Salary | Bonus(2) | awards(3)(4)(5) | awards(3)(4)(5) | compensation | compensation | compensation(6) | Total | | Name and principal position(1) | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | John W. Cash | 2025 | 583,805 | 454,178 | 94,074 | 186,689 | Nil | Nil | 8,449 | 1,327,195 | | President and CEO (7) | 2024 | 479,560 | 287,554 | 76,067 | 158,620 | Nil | Nil | 8,764 | 1,010,565 | | Matthew D. Gili | 2025 | 209,443 | 218,225 | 89,729 | 287,546 | Nil | Nil | 34,798 | 839,741 | | President and CEO (7) | 2024 | — | — | — | — | Nil | Nil | — | — | | Steven M. Hatten | 2025 | 399,733 | 260,105 | 55,941 | 111,017 | Nil | Nil | 4,872 | 831,668 | | Chief Operating Officer | 2024 | 380,318 | 189,995 | 45,234 | 94,325 | Nil | Nil | 8,331 | 718,203 | | Roger L. Smith | 2025 | 394,542 | 256,721 | 55,215 | 109,571 | Nil | Nil | 11,420 | 827,469 | | Chief Financial Officer | 2024 | 375,392 | 210,965 | 44,647 | 93,098 | Nil | Nil | 14,998 | 739,100 |
Summary Compensation Table
| (1) Each of the NEOs (Messrs. Cash, Gili, Hatten, and Smith) had an employment agreement with the Company in 2025, as have been amended from time to time. See discussion under “Employment Agreements with Named Executive Officers” above and “Potential Payments Upon Termination or Change of Control – Employment Agreements with our Named Executive Officers” below. |
Summary Compensation Table
| (2) Annual incentive plan awards are shown in the year earned, although they are typically determined in the first calendar quarter based on performance relative to objectives for the preceding year. |
Summary Compensation Table
| (3) Grants of share-based and option-based awards in conjunction with the LTIP are shown in the year earned and are typically granted in that same year. |
Summary Compensation Table
| (4) Canadian dollar figures have been converted to U.S. dollar figures at the average exchange rate for 2025 of C$1.00 = US$0.7154293; and 2024 of C$1.00 = US$0.7300364 as quoted by Bank of Canada on its website www.bankofcanada.com. |
Summary Compensation Table
| (5) For additional information regarding the fair value of stock options and RSUs, as at December 31, 2025 (using the Company’s TSX closing stock price of C$1.88 (~US$1.37) on the last trading day of 2025), see the Company’s Annual Report on Form 10-K, note 19 to Financial Statements, which has been filed with the SEC at https://www.sec.gov/edgar.shtml and with Canadian securities regulators at https://sedarplus.ca. |
Summary Compensation Table
| (6) For Mr. Gili, reflects an amount paid to cover relocation expenses and related costs in connection with his transition to the Company. For other NEOs, reflects the Company’s matching contribution toward the executive’s 401(k) retirement account. Other aspects of compensation or perquisites are of a non-material value and/or are provided to executive officers in the same fashion as all employees of the Company (e.g., healthcare, disability, and other insurances). |
Summary Compensation Table
| (7) Mr. Cash was our President and CEO until June 2025 when Mr. Gili joined us as President. Mr. Cash served as CEO until his retirement in December 2025, at which time Mr. Gili became our President and CEO. Mr. Cash’s December 2025 option and RSU awards are included in the table because they were awarded based on his position as CEO. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth information concerning the outstanding incentive plan awards as at December 31, 2025 for each of the Named Executive Officers.
Outstanding Equity Awards at December 31, 2025
| | Option-based Awards | | | | | Share-based Awards | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | incentive | incentive plan | | | | | | | | | | plan awards: | awards: | | | | | Equity incentive | | | Number | Market | number of | Market or | | | Number of | Number of | plan awards: | | | of shares | value of | unearned | payout value of | | | securities | securities | number of | | | or units | shares or | shares, units | unearned | | | underlying | underlying | securities | | | of stock | units of | or other | shares, units or | | | unexercised | unexercised | underlying | Option | | that have | stock that | rights that | other rights | | | options: | options: | unexercised | exercise | Option | not | have not | have not | that have not | | | exercisable | unexercisable | options | price | expiration | vested | vested | vested | vested | | Name | (#) | (#) | (#) | (C$) | date | (#) | (US$) | (#) | ($) | | John W. Cash (1) | 77,751 | — | — | 1.44 | 08/27/26 | | | | | | | 175,000 | — | — | 2.23 | 03/14/27 | | | | | | | 119,326 | 59,663 | — | 1.55 | 01/04/28 | | | | | | | 124,418 | 62,209 | — | 2.06 | 12/07/28 | | | | | | | 81,299 | 162,598 | — | 1.77 | 12/12/29 | | | | | | | — | 256,104 | — | 2.02 | 12/22/30 | | | | | | | | | | | 12/12/26 | 60,974 | 83,636 | — | — | | | | | | | 12/22/27 | 64,026 | 87,822 | — | — | | Matthew D. Gili (1) | — | 175,000 | — | 1.72 | 08/07/30 | | | | | | | — | 244,275 | — | 2.02 | 12/22/30 | | | | | | | | | | | 12/22/27 | 61,069 | 83,766 | — | — | | Steven M. Hatten | 81,576 | — | — | 1.44 | 08/27/26 | | | | | | | 78,842 | 39,421 | — | 1.55 | 01/04/28 | | | | | | | 73,986 | 36,993 | — | 2.06 | 12/07/28 | | | | | | | 48,345 | 96,690 | — | 1.77 | 12/12/29 | | | | | | | — | 152,295 | — | 2.02 | 12/22/30 | | | | | | | | | | | 12/12/26 | 36,259 | 49,735 | — | — | | | | | | | 12/22/27 | 38,073 | 52,223 | — | — | | Roger L. Smith | 103,536 | — | — | 1.44 | 08/27/26 | | | | | | | 77,820 | 38,910 | — | 1.55 | 01/04/28 | | | | | | | 73,024 | 36,512 | — | 2.06 | 12/07/28 | | | | | | | 47,716 | 95,432 | — | 1.77 | 12/12/29 | | | | | | | — | 150,312 | — | 2.02 | 12/22/30 | | | | | | | | | | | 12/12/26 | 35,788 | 49,089 | — | — | | | | | | | 12/22/27 | 37,579 | 51,546 | — | — |
Outstanding Equity Awards at December 31, 2025
| (1) Mr. Cash was our President and CEO until June 2025 when Mr. Gili joined us as President. Mr. Cash served as CEO until his retirement in December 2025, at which time Mr. Gili became our President and CEO. Mr. Cash’s outstanding equity awards are included in the above table because he was a Named Executive Officer for most of 2025. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Employment Agreements with our Named Executive Officers As discussed above, our Named Executive Officers have employment agreements with the Company, as have been amended from time to time. Relevant to potential payments to be made upon termination without cause or change of control, the agreements provide that an executive officer is entitled to certain amounts, based upon the executive’s then-current base salary. As discussed below, our employment agreements, and the Company’s equity compensation plans, specify the obligations of the Company to the executive officers in the event of termination or change of control. Equity Award Provisions Upon separation of employment of any of our executive officers, including under circumstances of termination without cause or change of control, the Option Plan and RSU&EI Plan govern the treatment of outstanding equity compensation in the form of vested stock options and RSUs, PSUs, or DSIs not yet redeemed. All vested options of Designated Officers (all of our current executive officers, as defined by the plan and resolution of our Board) will expire on the expiration date identified at the grant of the option, and all unvested options will expire upon termination. The RSU&EI Plan provides that the RSUs of an employee who is an eligible person who is involuntarily terminated without cause shall be redeemed for cash at a fair market value on the redemption/termination date. In the event of a change of control, as defined in the plan, all of the RSUs granted and outstanding will be redeemed as soon as reasonably practical and not later than 30 days following the redemption date associated with the change of control. The RSU&EI Plan provides for redemption, instead of cancellation, of outstanding RSUs at the date of redemption for retiring directors and executive officers, which is defined as a threshold of combined service and age of 65 years, and a minimum of five years of service to the Company. At this time, the Board has not made other grants under the plan. Treatment of awards of other share units and Common Shares is governed by the RSU&EI Plan. Change of Control and Termination Benefits Tables Each of our executive officers has entered into an employment agreement with the Company that provides for certain payments if the executive’s employment is terminated in connection with a change of control. The Compensation Committee established a policy that the Company would not enter into an employment agreement with any new executive officer that includes a single-trigger severance arrangement. The employment agreements of Messrs. Gili, Ritchie, Schierman, and Walle do not include such a single-trigger severance arrangement. Instead, severance will be paid under those employment agreements in conjunction with a change of control if the executive is separated from employment without cause or they resign with ‘good reason’ as defined in their agreement within one year of the change of control. At April 8, 2026, Messrs. Hatten and Smith are our only executive officers whose employment agreements still provide for a single-trigger severance arrangement upon a change of control. In addition, upon the occurrence of a change of control, all the executive officers’ unvested options and RSUs will vest. The table below shows the amounts that would be payable or vest assuming that a change of control occurred on December 31, 2025 and that Named Executive Officer’s employment terminated on that date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | | | Pension | Perquisites | Tax | | | | | Cash | Equity | /NQDC | /benefits | reimbursement | Other | Total | | Name | ($)(1) | ($)(2) | ($) | ($) | ($) | ($) | ($) | | Matthew D. Gili | 1,250,000 | 104,195 | — | — | — | — | 1,354,195 | | Steven M. Hatten | 831,272 | 168,260 | — | — | — | — | 999,532 | | Roger L. Smith | 1,025,570 | 173,467 | — | — | — | — | 1,199,037 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (1) Pursuant to their respective employment agreements, Mr. Gili is entitled to payment of an amount equal to 2.5 years of his then-current salary; Mr. Hatten is entitled to payment of an amount equal to 2.0 years of his then-current salary; and Mr. Smith is entitled to payment of an amount equal to 2.5 years of his then-current salary. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (2) These amounts represent equity values of the options and RSUs held by the Named Executive Officers as follows: Gili (options: $20,429; RSUs: $83,766); Hatten (options: $66,302; RSUs: $101,958); Smith (options: $72,832; RSUs: $100,635). The equity values are based on the closing price of our Common Shares on the TSX on the last trading day of 2025 (C$1.88/~US$1.37). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Each executive’s amount of severance is calculated solely based on their then-current salary (i.e., without cash bonus value included) and are reflected in the table below. The following summarizes the compensation or other benefits that would be owed and paid to our Named Executive Officers if employment were terminated for the specified reasons, effective December 31, 2025. We believe these terms are fair and are competitive with the market and our peer group based on industry and geographical practices.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Type of Termination | Severance Payment(1)(2) | STIP Bonus | Stock Options | RSUs(3) | | Resignation or Retirement | No severance payment | Pro rata entitlement to discretionary bonus, per agreement | Unvested options are cancelled; vested options expire at expiry date on option for current executive officers (as a “Designated Officer” per Section 6.7 of Plan) | RSUs are cancelled unless retirement provision is satisfied; RSUs will be carried with the executive until redemption, if the executive has combined service and age of 65 years, and a minimum of five years of service | | Termination without cause | CEO and CFO: 2.5 year salary payment, based upon then-current salary Other executive officers: 2.0 year salary payment, based upon then-current salary | Pro rata entitlement to discretionary bonus, per agreement | Unvested options are cancelled; vested options expire at date on option for current executive officers (as a “Designated Officer” per Section 6.7 of Plan) | Outstanding RSUs are redeemed for cash at fair market value, as defined in the Plan | | Termination for cause | None | Possible pro rata share entitlement | None | None | | Change of control (based on specified terms of agreement) (4) | CEO and CFO: 2.5 year salary payment, based upon then-current salary Other executive officers: 2.0 year salary payment, based upon then-current salary | Pro rata entitlement to discretionary bonus, per agreement | All options become fully vested and exercisable | Outstanding RSUs are redeemed for cash at fair market value, as defined in the Plan | | Death | No severance payment | Pro rata entitlement to discretionary bonus, per agreement | Unvested options are cancelled; vested options expire at the earlier of expiry at date on option or one year from the date of death (with discretion of Board to extend as per Section 6.3(b) of Plan) | RSUs are redeemed (Section 3.2 of Plan); date of death is redemption date |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (1) At December 31, 2025, Mr. Gili, our CEO, was entitled to an annual salary of $500,000 (2.5 years base salary is a total of $1,250,000); Mr. Hatten, our COO, was entitled to an annual salary of $415,636 (two-years base salary is $831,272); and Mr. Smith, our CFO, was entitled to an annual salary of $410,228 (2.5 years base salary is $1,025,570). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (2) Accrued and unpaid “PTO” is paid to the executive at termination according to their employment agreement, Company policy, and applicable law. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (3) At this time, only RSUs have been granted to our executive officers under the RSU&EI Plan. The plan sets forth the settlement of PSUs and DSIs for participants in the plan, including executive officers. Future awards of PSUs and DSIs will be governed by the plan and individual grant agreements. See discussion under “Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan” above. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (4) As noted above, the employment agreement of Mr. Gili (and those of Messrs. Ritchie, Schierman, and Walle) provides for a severance payment if, within one year of a change of control, he is terminated without cause or resigns for ‘good |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| reason’ as defined, while the employment agreements of Mr. Hatten and Mr. Smith continue to provide for a single-trigger severance arrangement upon a change of control. For executive officers other than Mr. Gili and Mr. Smith, the severance amount would be equal to 2.0 years of their then-current base salary. Others of the above benefits also apply to our other executive officers under their employment agreements and our equity plans. |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS The annual retainer for our non-executive directors has been $75,000 since 2021. Meeting attendance fees for non-executive directors were eliminated in 2022. We conduct routine reviews of the total compensation of our non-executive directors utilizing data about our peers obtained through public sources. From time to time, we have engaged independent compensation consultants to review the total compensation of our non-executive directors. The Compensation Committee has retained Zayla to conduct a review and analysis of various aspects of the Company’s compensation program, including the total compensation of our non-executive directors. We expect the Board of Directors will approve changes, if any, to the compensation of our non-executive directors in 2026 based on recommendations of the Compensation Committee that are informed by Zayla’s analysis. Total compensation for our non-executive directors earned for the year ended December 31, 2025 is set forth here:
COMPENSATION OF DIRECTORS
| | | | Option- | Non-equity | | | | | | | Share-based | based | incentive plan | Pension | All other | | | | Fees earned | awards(1) | awards(2) | compensation | value | compensation | Total | | Name | | | | | | | | | John W. Cash (3) | 6,250 | — | — | — | — | — | 6,250 | | Rob Chang | 75,000 | 33,650 | 66,774 | — | — | — | 175,424 | | Elmer W. Dyke | 75,000 | 33,650 | 66,774 | — | — | — | 175,424 | | Gary C. Huber | 75,000 | 33,650 | 66,774 | — | — | — | 175,424 | | Thomas H. Parker | 75,000 | 33,650 | 66,774 | — | — | — | 175,424 | | John Paul Pressey | 75,000 | 33,650 | 66,774 | — | — | — | 175,424 | | Kathy E. Walker | 75,000 | 33,650 | 66,774 | — | — | — | 175,424 |
COMPENSATION OF DIRECTORS
| (1) Each of our current non-executive directors (other than Mr. Cash) received a grant of 22,902 RSUs on December 22, 2025. |
COMPENSATION OF DIRECTORS
| (2) Each of our current non-executive directors (other than Mr. Cash) received options for 91,602 Common Shares on December 22, 2025, at an exercise price of C$2.02. These options expire on December 22, 2030. |
COMPENSATION OF DIRECTORS
| (3) In addition to serving as Chairman, Mr. Cash was our President and CEO until June 2025 when Mr. Gili joined us as President. Mr. Cash served as CEO until his retirement in December 2025 and continues to serve as our Chairman. Because Mr. Cash’s December 2025 option and RSU awards were based on his position as CEO, they are included in the “Summary Compensation Table” under “Executive Compensation” above. |
COMPENSATION OF DIRECTORS
In addition to other compensation received by our directors, a long-standing policy of the Company provides that a non-executive director serving on an ad hoc or special committee of the Board, which may be constituted from time to time, is entitled to additional director fees, to be determined in accordance with additional duties and requirements requested of those individuals from time to time. There currently are no such ad hoc or special committees of our Board of Directors.
Outstanding Equity Awards of Non-Executive Directors at December 31, 2025
Outstanding Equity Awards of Non-Executive Directors at December 31, 2025 The following table sets forth information concerning the outstanding incentive plan awards as at December 31, 2025 for each of our non-executive directors.
Outstanding Equity Awards of Non-Executive Directors at December 31, 2025
| | Option-based Awards | | | | Share-based Awards | | | | | | | | | Market or | | | Number of | | | | | payout value | | | securities | | | | Number of shares | of share- | | | underlying | | | Value of | or units of shares | based awards | | | unexercised | Option | | unexercised in-the- | that have not | that have not | | | options | exercise price | Option expiration | money options | vested | vested | | Name(1) | (#) | (C$) | date | ($) | (#) | ($) | | Rob Chang | 87,858 | 1.44 | 08/27/26 | 28,205 | | | | | 91,305 | 1.55 | 01/04/28 | 21,984 | | | | | 65,625 | 2.06 | 12/07/28 | — | | | | | 91,602 | 1.77 | 12/12/29 | 7,352 | | | | | 91,602 | 2.02 | 12/22/30 | — | | | | | | | 12/12/26 | | 22,902 | 31,414 | | | | | 12/22/27 | | 22,902 | 31,414 | | Elmer W. Dyke | 200,000 | 2.46 | 05/08/29 | — | | | | | 91,602 | 1.77 | 12/12/29 | 7,352 | | | | | 91,602 | 2.02 | 12/22/30 | — | | | | | | | 12/12/26 | | 22,902 | 31,414 | | | | | 12/22/27 | | 22,902 | 31,414 | | Gary C. Huber | 87,858 | 1.44 | 08/27/26 | 28,205 | | | | | 91,305 | 1.55 | 01/04/28 | 21,984 | | | | | 65,625 | 2.06 | 12/07/28 | — | | | | | 91,602 | 1.77 | 12/12/29 | 7,352 | | | | | 91,602 | 2.02 | 12/22/30 | — | | | | | | | 12/12/26 | | 22,902 | 31,414 | | | | | 12/22/27 | | 22,902 | 31,414 | | Thomas H. Parker | 87,858 | 1.44 | 08/27/26 | 28,205 | | | | | 91,305 | 1.55 | 01/04/28 | 21,984 | | | | | 65,625 | 2.06 | 12/07/28 | — | | | | | 91,602 | 1.77 | 12/12/29 | 7,352 | | | | | 91,602 | 2.02 | 12/22/30 | — | | | | | | | 12/12/26 | | 22,902 | 31,414 | | | | | 12/22/27 | | 22,902 | 31,414 | | John Paul Pressey | 200,000 | 2.46 | 05/08/29 | — | | | | | 91,602 | 1.77 | 12/12/29 | 7,352 | | | | | 91,602 | 2.02 | 12/22/30 | — | | | | | | | 12/12/26 | | 22,902 | 31,414 | | | | | 12/22/27 | | 22,902 | 31,414 | | Kathy E. Walker | 87,858 | 1.44 | 08/27/26 | 28,205 | | | | | 91,305 | 1.55 | 01/04/28 | 21,984 | | | | | 65,625 | 2.06 | 12/07/28 | — | | | | | 91,602 | 1.77 | 12/12/29 | 7,352 | | | | | 91,602 | 2.02 | 12/22/30 | — | | | | | | | 12/12/26 | | 22,902 | 31,414 | | | | | 12/22/27 | | 22,902 | 31,414 |
Outstanding Equity Awards of Non-Executive Directors at December 31, 2025
| (1) In addition to serving as Chairman, Mr. Cash was our President and CEO until June 2025 when Mr. Gili joined us as President. Mr. Cash served as CEO until his retirement in December 2025 and continues to serve as our Chairman. Because Mr. Cash was a Named Executive Officer for most of 2025 and his outstanding equity awards were awarded to him in his capacity as an executive officer of the Company, they are included in the table entitled “Outstanding Equity Awards at December 31, 2025” above applicable to our Named Executive Officers under “Equity Incentive Plans.” |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of the Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or our Compensation Committee view the link between the Company’s performance and our executive pay.
Pay Versus Performance Table
Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. The table below presents information on the compensation of our Chief Executive Officer and our other NEOs in comparison to certain performance metrics for 2025, 2024, and 2023. The metrics are not those that our Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. CAP does not reflect the amount of compensation actually paid, earned, or received during the applicable year.
Pay Versus Performance Table
| | | | Average | | | | | | | | Summary | Average | Value of | | | | Summary | | Compensation | compensation | initial fixed | | | | Compensation | Compensation | Table Total | Actual Paid to | $100 | | | | Table Total | Actually paid | for Non-PEO | Non-PEO | Investment | Net Loss | | | for PEO(1)(2) | to PEO(3) | NEOs(4)(5) | NEOs(6) | Based on TSR | (in thousands) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 1,327,195 | 1,372,644 | 821,360 | 841,838 | 120.87 | (74,898) | | 2024 | 1,010,565 | 876,272 | 727,047 | 652,772 | 100.00 | (53,189) | | 2023 | 1,133,845 | 1,264,503 | 726,784 | 814,529 | 133.91 | (30,656) |
Pay Versus Performance Table
| (1) The principal executive officer (the “PEO”) was Mr. Cash in 2023, 2024, and 2025. Mr. Cash was our CEO for most of 2025 prior to his retirement in late 2025. Mr. Gili assumed the CEO position at that time. |
Pay Versus Performance Table
| (2) Reflects the total compensation reported in the Summary Compensation Table for Mr. Cash in 2023, 2024, and 2025. |
Pay Versus Performance Table
| (3) Represents the total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table. |
Pay Versus Performance Table
| (4) The Non-PEO NEOs were Mr. Gili, Mr. Hatten, and Mr. Smith in 2023, 2024, and 2025. |
Pay Versus Performance Table
| (5) Reflects the average total compensation reported in the Summary Compensation Table for Messrs. Gili, Hatten and Smith for 2023, 2024, and 2025. |
Pay Versus Performance Table
| (6) Represents the average total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid The table below provides the adjustments to the Summary Compensation Table amounts shown in the previous table to arrive at the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs.
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| | 2025 | | 2024 | | 2023 | | | | | Non-PEO | | Non-PEO | | Non-PEO | | | PEO | NEO | PEO | NEO | PEO | NEO | | | Totals(1) | Averages(2) | Totals(1) | Averages(2) | Totals(1) | Averages(2) | | Description | ($) | ($) | ($) | ($) | ($) | ($) | | Summary compensation table Total compensation(3) | 1,327,195 | 821,360 | 1,010,565 | 727,047 | 1,133,845 | 726,784 | | Subtract summary compensation table Stock awards(3) | (94,074) | (66,962) | (76,067) | (44,941) | (71,214) | (40,958) | | Subtract summary compensation table Option awards(3) | (186,689) | (169,378) | (158,620) | (93,712) | (160,041) | (92,050) | | Add fair value of awards granted during the covered year that are unvested at year end, determined as of covered year end(4) | 255,431 | 223,695 | 209,165 | 123,574 | 230,146 | 132,371 | | Add change in fair value of awards granted in prior years that are unvested as of covered year end, determined based on the change in fair value from prior year end to covered year end(5) | 50,828 | 20,019 | (84,774) | (42,311) | 89,836 | 42,021 | | Add change in fair value of awards granted in prior years that vest in the covered year, determined based on the change in fair value from prior year end to covered year vesting date(6) | 19,953 | 13,104 | (23,997) | (16,885) | 41,931 | 46,361 | | Compensation actually paid | 1,372,644 | 841,838 | 876,272 | 652,772 | 1,264,503 | 814,529 |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (1) The PEO was Mr. Cash in 2023, 2024, and 2025. Mr. Cash was our CEO for most of 2025 prior to his retirement in late 2025. Mr. Gili assumed the CEO position at that time. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (2) The Non-PEO NEOs were Mr. Gili, Mr. Hatten, and Mr. Smith in 2023, 2024, and 2025. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (3) Reflects the total compensation, stock awards, and option awards reported in the Summary Compensation Table for the PEO and average compensation, stock awards, and option awards reported in the Summary Compensation Table for the non-PEO NEOs. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (4) Reflects the fair value of the awards granted during the covered year that were unvested at the covered year end. The fair values were determined as of December 31 of each respective covered year. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (5) Reflects the change in the fair value of the awards granted prior to the covered year that were unvested as of the covered year end. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to December 31 of each respective covered year. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (6) Reflects the change in the fair value of the awards granted prior to the covered year that vested in the covered year. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to the vesting date of the awards in the respective covered year. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table total and average compensation in the covered year as described in the above Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table. Changes in the market price of our Common Shares following the grant date of an award can significantly influence the CAP calculations. The following table is intended to assist in understanding the CAP changes in the above tables:
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| | 2023 | 2024 | 2025 | | Canadian dollar share price used for CAP and TSR calculations(1) | 2.02 | 1.64 | 1.88 |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (1) The Company’s stock and option awards are priced in Canadian dollars in accordance with the terms of the Amended and Restated Stock Option and RSU&EI Plans. All award adjustments in the Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table above are initially calculated in Canadian dollars and then converted to U.S. dollars using exchange rates in effect for the respective periods. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
The change in the market price of our Common Shares can greatly impact CAP calculations. Our share price decreased from Canadian $2.02 in 2023 to Canadian $1.64 in 2024 and increased to Canadian $1.88 in 2025. These changes significantly influenced the 2024 and 2025 CAP adjustments noted in the preceding Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid.
Relationship between Compensation Actually Paid and Prescribed Performance Measures
Relationship between Compensation Actually Paid and Prescribed Performance Measures The following chart shows the relationship between CAP and the Company’s TSR for the covered periods. A $100 investment made on December 31, 2022 would have increased to $134, decreased to $100, and increased to $121 in the years ended December 31, 2023, 2024, and 2025, respectively. This is a direct reflection of our share price performance during the same periods. Share price performance is one of many measures used to evaluate performance and determine executive compensation. However, our business and industry are heavily dependent upon the market price for uranium, which performed similarly to our share price performance, as shown in the following chart. The following chart shows the relationship between CAP and the Company’s net loss for the covered periods. Our net loss increased from $30.7 million in 2023, to $53.2 million in 2024, and to $74.9 million in 2025. After not being in commercial production for several years in response to depressed uranium prices, we initiated production activities at Lost Creek in 2023 in response to a recovering uranium market and significantly increased development expenditures, which led to increased losses. In 2024 and 2025, ramp up and optimization activities continued at Lost Creek while we initiated and continued construction and development at Shirley Basin. Because we initiated production at Lost Creek in 2023 and incurred significant expenditures for development costs at both Lost Creek and Shirley Basin in 2024 and 2025, our net loss does not necessarily align with how the Company or our Compensation Committee views the link between the Company’s performance and executive pay. Therefore, we do not rely on the relationship of net income to executive compensation, nor directly target it as an incentive, in our compensation program.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
INDEBTEDNESS OF DIRECTORS AND OFFICERS At no time since the beginning of the Company’s last financial year was any director, executive officer, proposed nominee for election as a director, or any of their respective associates, indebted to the Company or any of its subsidiaries, nor was the indebtedness of any such person to another entity the subject of any guarantee, support agreement, letter of credit, or similar arrangement provided by the Company or any of its subsidiaries.