DEF 14A of enCore Energy Corp.
Filed Apr 24, 2025 · FY20240001193125-25-093645
Overview of Proposals to be Voted on
Overview of Proposals to be Voted on The following four proposals are included in this proxy statement at the direction of the Board. The Board unanimously recommends that you vote (1) “FOR” the re-election of our eight existing directors, (2) “FOR” the “say-on-pay” proposal; (3) “ONE YEAR” for the “say-on-frequency” proposal; and (4) “FOR” the appointment of KPMG as the Company’s independent registered public accounting firm for the ensuing year and authorization of the directors to fix the remuneration to be paid to the auditor.
Overview of Proposals to be Voted on
| 4 | enCore Energy | 2025 Proxy Statement |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
Election of Directors The Company proposes to nominate the persons listed below for election as directors. Each director will hold office until the next annual general meeting of the Company or until their successor is elected or appointed, unless their office is earlier vacated. Management does not contemplate that any of the nominees will be unable to serve as a director. If, prior to the Meeting, any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by the person named in the Proxy as nominee to vote the Common Shares represented by Proxy for the election of any other person or persons as directors. Pursuant to the advance notice provisions contained in the Company’s Articles (the “Advance Notice Provisions”), the Board has determined that notice of nominations of persons for election to the Board at the Meeting must be made following the requirements of such Advance Notice Provisions. To the date of this proxy statement, the Company has not received notice of a nomination in compliance with the Articles and, subject to the timely receipt of any such nomination, any nominations other than nominations by or at the direction of the Board or an authorized officer of the Company will be disregarded at the Meeting. The Board has adopted a Majority Voting Policy stipulating that Shareholders are entitled to vote in favor of, or withhold from voting for, each individual director nominee at a Shareholders meeting. If the number of Common Shares “withheld” for any nominee exceeds the number of Common Shares voted “for” the nominee, then, notwithstanding that such director was duly elected as a matter of corporate law, the director shall immediately tender their written resignation to the Board. The Board shall determine whether or not to accept the resignation within 90 days following the applicable Shareholders’ meeting. Any director who tenders his or her resignation pursuant to this policy shall not participate in the deliberations of the Governance and Nominating Committee or the Board regarding the resignation. The resignation will be effective when accepted by the Board of Directors. If a resignation is accepted, the Board of Directors may leave the resulting vacancy unfilled until the next annual general meeting or it may fill the vacancy through the appointment of a new director. Following the Board’s decision on the resignation, the Board shall promptly disclose, via press release, its decision whether or not to accept the director’s proposed resignation
Overview of Proposals to be Voted on
| The Board unanimously recommends a vote FOR the election of each of the nominees listed below. |
Overview of Proposals to be Voted on
| enCore Energy | 2025 Proxy Statement | 5 |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
Nominees to be Elected for Terms Expiring at the Annual General Meeting in 2026
Overview of Proposals to be Voted on
| William M. Sheriff MSc – Director, Executive Chairman, and Chair of the Investment Committee Principal Occupation: (1) Chairman of enCore since 2009 and Executive Chairman of enCore since January 2019. Chairman of Nuclear Fuels Inc. since July 2023. Director of Scorpio Gold Corporation since May 2024. Director and Co-founder of Group 11 Technologies Inc. since August 2020. Executive Chairman of Urano Energy Corp., formerly known as C2C Metals Corp., since June 2022. Business Experience: Mr. Sheriff, as the founder and Executive Chairman, has advanced the company from inception to a leading US producer of domestic uranium with a strong development pipeline of advanced projects. Mr. Sheriff is an entrepreneur and visionary with over 40 years of experience in the minerals industry and the securities industry and has been responsible for significant capital raises along with corporate development. Mr. Sheriff was a pioneer in the uranium renaissance as co-founder and Chairman of Energy Metals Corp. and was responsible for compiling the largest domestic uranium resource base in US history before the company was acquired by Uranium One Corp for $1.8 billion in 2007. With his in-depth understanding of the nuclear industry and market conditions, plus his knowledge of the financial markets, Mr. Sheriff is regarded as a leader and avid supporter of nuclear energy as a clean and reliable energy source for the United States. Mr. Sheriff continues to have a significant interest in the gold exploration sector with personal assets in the western United States as well as through his directorship of Scorpio Gold. He has compiled one of the largest privately held mining databases in the world, providing enCore with unique access to proprietary uranium projects. Education: Bachelor of Science in Geology, Fort Lewis College Master of Science in Mining Geology, University of Texas-El Paso Public Directorships (past 5 years): enCore Energy Corp. (October 2009 to Present) Urano Energy Corp. (formerly Taku Gold Corp., C2C Gold Corp. and C2C Metals Corp.) (June 2022 to Present) Nuclear Fuels Inc. (July 2023 to Present) Scorpio Gold Corporation (May 2024 to Present) Exploits Discovery Corp. (October 2020 – November 2022) Sabre Gold Mines Corp. (September 2021 – January 2023) Golden Predator Mining Corp. (February 2014 – September 2021) | Age: 66 Director Since: 2009 Areas of Expertise: Strategic Vision & Planning, Industry Expertise, Financial Market Expertise, Corporate Finance, Mergers & Acquisitions, Property Acquisition & Disposition |
Overview of Proposals to be Voted on
| 6 | enCore Energy | 2025 Proxy Statement |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
| Age: 80 Director Since: 2012 Areas of Expertise: Strategic Leadership, Industry Expertise, Risk Management, Environment & Sustainability, Corporate Finance | Dennis E. Stover Phd - Director Principal Occupation: (1) Chief Technical Officer of the Company from October 2020 until August 2024, Chief Executive Officer of the Company from August 2014 to October 2020 and Interim Chief Financial Officer from December 2023 until February 2024. Principle of Stover Alliance, LLC since April 2002. Business Experience: Dr. Stover, a co-inventor of ISR technology that enCore uses exclusively in our processing plants, also holds numerous patents related to ISR applications. He is a leading expert in in-situ metal recovery, with dozens of relevant technical publications. Dr. Stover commenced his work in ISR technology in Texas in the 1970s and now bears witness to the application of the technology, resulting in over 60% of worldwide uranium production. Dr. Stover has a 50-year career focused on direct involvement with commercial uranium exploration, project development, and mining operations. Dr. Stover previously served as Chief Executive Officer of enCore; and before that as Executive Vice President, Americas for Uranium One, Inc. where he oversaw commercial development of Uranium One’s substantial US uranium assets as well other uranium assets in the Americas. Previous to this position, he served as Chief Operating Officer for Energy Metals Corporation (“EMC”) and was instrumental in advancing its US assets prior to its sale to Uranium One, Inc. He has co-authored three International Atomic Energy Agency Guidebooks and Manuals related to both Acidic and Alkaline Uranium ISR technology and is the author of six US patents concerning various aspect of in-situ recovery of uranium and reservoir restoration. Dr. Stover is a member of numerous professional societies. Education: Bachelor of Arts in Chemistry, Kalamazoo College Bachelor of Science in Chemical Engineering, The University of Michigan Master of Science in Chemical Engineering, The University of Michigan PhD in Chemical Engineering, The University of Michigan Public Directorships (past 5 years): enCore Energy Corp. (February 2012 to Present) |
Overview of Proposals to be Voted on
| enCore Energy | 2025 Proxy Statement | 7 |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
| William B. Harris Independent Director and Chair of the Audit Committee Principal Occupation: (1) Partner of Solo Management Group, LLC, an investment management and financial consulting company since 1998. Chairman of Scandium International Mining Corp. since 2007. Business Experience: Mr. Harris is a partner in Solo Management Group, LLC, an investment and management consulting partnership. He was previously a board member of EMC, Chairman and Executive Committee member of the American Fiber Manufacturers Association, and President and Chief Executive Officer of Hoechst Fibers Worldwide, the global acetate and polyester business of Hoechst AG. At Hoechst Fibers Worldwide, Mr. Harris managed the business’s $5 billion operation, comprised of 21,000 employees and production locations in 14 different countries. Harris is currently a Director of Scandium International Mining Corp. Education: Bachelor of Arts in English, Harvard College Master of Business Administration in Finance, Columbia University Graduate School of Business Public Directorships (past 5 years): enCore Energy Corp. (October 2009 to Present) Scandium International Mining Corp. (June 2007 to Present) | Age: 78 Director Since: 2009 Areas of Expertise: Strategic Leadership, Corporate Finance, Risk Management, Accounting, Operations |
Overview of Proposals to be Voted on
| 8 | enCore Energy | 2025 Proxy Statement |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
| Age: 72 Director Since: 2014 Areas of Expertise: Strategic Leadership, Industry Expertise, Operations, Risk Management, Environment & Sustainability | Mark S. Pelizza Independent Lead Director, Chair of the Compensation Committee and Chair of the Sustainability Committee Principal Occupation: (1) Principal of M.S. Pelizza & Associates since September 2014. Professional Geoscientist and Certified Professional Geologist. Business Experience: Mr. Pelizza has spent 45 years in the uranium industry with project experience including the Alta Mesa, Benavides, Kingsville Dome, Longoria, Palangana, Rosita, West Cole and the Vasquez projects, all in Texas. He was also responsible for the permitting and licensing of the Church Rock, Crownpoint, and Unit 1 projects in New Mexico and the North Platte project in Wyoming. His technical expertise includes uranium geology, hydrology/water quality analysis, uranium health physics, Texas, New Mexico and Federal permitting, State and Federal radioactive materials licensing, policy/procedure development and environmental audits and compliance. Mr. Pelizza has managed public and governmental relations efforts pertaining to uranium recovery and participated in legislative and rule-making process, and administrative hearings related to the uranium industry. Continuing his successful experience overseeing ground restoration and closure at five commercial in situ recovery projects, Mr. Pelizza currently serves as a Principal Investigator with Los Alamos National Laboratories researching in situ groundwater restoration technologies to improve groundwater conservation at ISR projects through the restoration cycle. Currently, Mr. Pelizza is the Principal of M.S. Pelizza & Associates where he serves clients in the extractive industries. He serves as a Director of the Clean Energy Association of New Mexico. He previously served as Sr. Vice President of Health, Safety and Environmental Affairs with Uranium Resource, Inc. He has also previously worked with Union Carbide Corp. Mr. Pelizza received his B.S. in Geology, Fort Lewis College and his M.S. in Geological Engineering from the Colorado School of Mines. He is a licensed Professional Geoscientist in Texas and a Certified Professional Geologist by the American Institute of Professional Geologists. He is the Past Chairman of the Texas Mining and Reclamation Association and the Past Chairman of the Uranium Producers of America. Education: Bachelor of Science in Geology, Fort Lewis College Master of Science in Geological Engineering, Colorado School of Mines |
Overview of Proposals to be Voted on
| enCore Energy | 2025 Proxy Statement | 9 |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
| Susan Hoxie-Key Independent Director and Chair of the Governance and Nominating Committee Principal Occupation: (1) Prior to April 2021, Ms. Hoxie-Key served as Consulting Engineer, Nuclear Fuel Department, Southern Nuclear Operating Company, Inc. Business Experience: Ms. Hoxie-Key is a proven nuclear industry leader, with more than 40 years of engineering experience covering nuclear fuel procurement, nuclear core design, nuclear fuel-related licensing, oversight of nuclear fuel-related engineering products, and direct support of reactor operations. She worked for Southern Nuclear Operating Company (“SNC”) for 31 years, where she directed and conducted complex multi-disciplinary projects involving in-reactor fuel performance, fuel procurement, fuel-related licensing, and core design. She also served as the SNC lead for nuclear industry efforts to increase the uranium enrichment limit above 5 weight percent and to increase the current licensed fuel burnup limit. Ms. Hoxie-Key was a 2008 winner of the American Nuclear Society Oestmann Achievement Award for technical achievement in the fields of nuclear science, engineering, research, or education. She has also held numerous nuclear industry leadership roles across the years, including Chairman of the World Nuclear Fuel Market Board of Governors between June 2016 and June 2018, and member of the Nuclear Energy Institute (“NEI”) Accident Tolerant Fuel Safety Benefits and Licensing Task Forces. She is a registered Professional Engineer in Alabama and Georgia. She is a Certified Director by the National Association of Corporate Directors. Education: Bachelor of Science in Nuclear Engineering, Mississippi State University Master of Science in Nuclear Engineering, Georgia Institute of Technology Public Directorships (past 5 years): enCore Energy Corp. (June 2022 to Present) | Age: 69 Director Since: 2022 Areas of Expertise: Strategic Leadership, Industry Expertise, Risk Management |
Overview of Proposals to be Voted on
| 10 | enCore Energy | 2025 Proxy Statement |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
| Age: 45 Director Since: 2024 Areas of Expertise: Capital Markets Expertise, Strategic Leadership, Investor Relations, Mergers and Acquisitions, Corporate Finance, Risk Management | Stacy Nieuwoudt Independent Director Principal Occupation: (1) Ms. Nieuwoudt is a private investor and currently serves on multiple public company boards of directors. Business Experience: Ms. Nieuwoudt brings more than 20 years of Wall Street experience focused on the energy and the industrial sectors to the enCore Board. She has experience working with boards and senior executives providing financial expertise, evaluating and analyzing financial transactions and strategic initiatives and capitalizing on changing market dynamics to align corporate incentives with shareholder interests. Ms. Nieuwoudt also serves as a Director of the Nasdaq-listed company, ProFrac Holdings Corp. (ACDC) where she is the Chair of the Compensation Committee and a member of the Audit Committee. Previously, she served as a Director of the NYSE-listed Independence Contract Drilling Inc. and chaired the Audit and Nominating & Governance committees plus served on the Compensation Committee. Ms. Nieuwoudt was previously a Senior Energy and Industrials Analyst at Aptigon Capital, a Citadel Company. Prior to that, Ms. Nieuwoudt served as an Energy Equities Analyst at Surveyor Capital, also a Citadel Company. Ms. Nieuwoudt holds a B.A. from Rice University. Education: Bachelor of Arts, Rice University Public Directorships (past 5 years): enCore Energy Corp. (October 2024 to Present) ProFrac Holdings Corp. (May 2022 to Present) Independence Contract Drilling, Inc. (from January 2021 until August 2024) |
Overview of Proposals to be Voted on
| enCore Energy | 2025 Proxy Statement | 11 |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
| Robert Willette Director, Acting Chief Executive Officer and Chief Legal Officer Principal Occupation: (1) Acting Chief Executive Officer since March 2025 and Chief Legal Officer since February 2024. Business Experience: Previously, Mr. Willette served as the Chief Legal Officer, Chief Compliance Officer and Corporate Secretary of ProFrac Holdings Corp. from September 2020 until October 2023. From October 2017 until October 2020, Mr. Willette served as Senior Vice President, General Counsel, Chief Compliance Officer, Corporate Secretary and Chief ESG Officer of CARBO Ceramics, Inc. Mr. Willette holds a B.S., an M.B.A., and a J.D. from the University of Kansas. Education: Bachelor of Science, University of Kansas Master of Business Administration, University of Kansas Juris Doctor, University of Kansas Public Directorships (past 5 years): enCore Energy Corp. (April 3, 2025 to Present) | Age: 50 Director Since: 2025 Areas of Expertise: Strategic Leadership, Risk Management. Environment & Sustainability, Capital Market Expertise, Corporate Finance, Mergers & Acquisitions, Property Acquisition & Disposition, Legal |
Overview of Proposals to be Voted on
| 12 | enCore Energy | 2025 Proxy Statement |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
| Age: 62 Director Since: 2025 Areas of Expertise: Strategic Vision & Planning, Risk Management, Environment & Sustainability, Industry Expertise, Mergers & Acquisitions, Property Acquisition & Disposition | Nathan A. Tewalt Independent Director Principal Occupation: (1) Chairman of Silver Predator Corp. since 2016. Co-Owner/Manager of Troy Resources LLC and Consulting Geologist for Galleon Gold Corp. Business Experience: Mr. Tewalt has served as Chairman of the board of directors of Silver Predator Corp. since 2016, and as a member of the board of directors since 2012. He has also served as co-owner/manager of Troy Resources LLC, which owns the Gold Park Mine complex, since 2019. Mr. Tewalt previously served as the President, Chief Executive Officer and as a member of the board of directors at Wolfpack Gold Corp. (“Wolfpack”) from 2012 until May 2013 when the Company (which was named Tigris Uranium Corp. at the time) completed a reverse takeover of Wolfpack. In May 2013, he was appointed as the Chief Executive Officer and a member of the Board of the Company. Mr. Tewalt resigned as President and Chief Executive Officer of the Company in August 2014 and resigned as a member of the Board in June 2022. He has over 40 years of experience in mineral exploration and executive management positions for uranium, precious metals and base metal companies. In 2006, as President and Chief Executive Officer of Standard Uranium Inc., Mr. Tewalt completed a private company acquisition in Texas that resulted in the uranium explorer progressing from a private start-up in 2003, gaining a public listing in 2004, and winding up as a successful buy-out in 2006 by Energy Metals Corp. (subsequently acquired by Uranium One for $1.8B). Education: Bachelor of Science in Geology with an emphasis on ore deposit geology, Colorado State University Public Directorships (past 5 years): enCore Energy Corp. (May 2013 to June 2022 and April 11, 2025 to Present) Silver Predator Corp (2012 to present) |
Overview of Proposals to be Voted on
Notes regarding Director Nominees: (1) The information as to principal occupation, business or employment is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Unless otherwise stated above, any nominees named above not elected at the last annual general meeting have held the principal occupation or employment indicated for at least the five preceding years.
Overview of Proposals to be Voted on
| enCore Energy | 2025 Proxy Statement | 13 |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Overview of Proposals to be Voted on
Below is a summary of the experience and skills of our director nominees.
Overview of Proposals to be Voted on
| Director Skills | | | | | | | | | | Integrity and Accountability | ● | ● | ● | ● | ● | ● | ● | ● | | Business Judgment | ● | ● | ● | ● | ● | ● | ● | ● | | Senior Leadership | ● | ● | ● | ● | ● | ● | ● | ● | | Health and Safety | ● | ● | ● | ● | ● | ● | ● | ● | | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | | Interpersonal Skills | ● | ● | ● | ● | ● | ● | ● | ● | | Environmental Impact | ● | ● | ● | ● | ● | ● | ● | ● | | Strategy Development and Implementation | ● | ● | ● | ● | ● | ● | ● | ● | | Business Growth and Transformation | ● | ● | ● | ● | ● | ● | ● | ● | | Management and Networking Skills | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability | ● | ● | ● | ● | ● | ● | ● | ● | | Stakeholder Engagement | ● | ● | ● | ● | | ● | ● | ● | | Operational Excellence | ● | ● | ● | ● | ● | ● | ● | ● | | Executive Performance Management | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Skills | ● | | ● | | ● | ● | ● | | | Compliance and Audit | ● | | ● | ● | ● | ● | ● | ● | | New Board Director Recruitment and Selection | ● | | ● | ● | ● | ● | ● | | | International Business Experience | | | ● | | ● | | ● | ● | | Human Resources | | | ● | ● | ● | | ● | ● | | Mining Industry | ● | ● | | ● | | | | ● | | Investor Relations | ● | | ● | | | ● | | ● | | Information Technology and Cybersecurity | | | ● | | ● | | | |
Overview of Proposals to be Voted on
| 14 | enCore Energy | 2025 Proxy Statement |
Overview of Proposals to be Voted on
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | • | | | | | | |
Board of Directors
Board of Directors The composition of the Board currently consists of the following eight members: William M. Sheriff, Dennis E. Stover, William B. Harris, Mark S. Pelizza, Susan Hoxie-Key, Stacy Nieuwoudt, Robert J. Willette and Nathan A. Tewalt. There are currently five Board members, William B. Harris, Mark S. Pelizza, Susan Hoxie-Key, Stacy Nieuwoudt and Nathan A. Tewalt, who are considered to be independent for purposes of membership on the Board in accordance with Nasdaq rules and applicable Canadian securities laws. It is proposed that all eight individuals will be nominated for election at the Meeting. Each director serves a one-year term expiring at each annual general meeting of Shareholders and lasting until his or her respective successor is duly elected and qualified.
Director Compensation
Director Compensation
Summary of 2024 Director Compensation
Summary of 2024 Director Compensation Directors who are officers of the Company do not receive compensation for their service as directors. We provide the following compensation for non-management directors:
Summary of 2024 Director Compensation
| ● | each non-management director receives an annual director’s fee payable in cash equal to $44,000, plus an additional $26,000 fee for directors who were certified by the National Association of Corporate Directors, except Ms. Nieuwoudt who, effective upon her appointment in October 2024, receives an annual director’s fee payable in cash equal to $70,000; |
Summary of 2024 Director Compensation
| ● | effective as of October 2, 2024, the lead independent director receives an annual director’s fee of $70,000 in lieu of the regular $44,000 non-management director fee; and |
Summary of 2024 Director Compensation
| 20 | enCore Energy | 2025 Proxy Statement |
Summary of 2024 Director Compensation
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | | • | | | | | |
Summary of 2024 Director Compensation
| ● | the Audit Committee Chair receives an additional annual fee payable in cash equal to $22,000. |
Summary of 2024 Director Compensation
Additionally, we compensate non-management directors in stock options, which generally vest in ratable 6-month installments over a period of two years from the date of grant. In 2024, Messrs. Pelizza and Cherry, and Ms. Hoxie-Key each received 150,000 stock options, Mr. Harris received 200,000 stock options, and Ms. Nieuwoudt received 225,000 stock options. We also reimburse directors for all expenses incurred in attending Board and committee meetings.
Changes to Director Compensation for 2025
Changes to Director Compensation for 2025 The Compensation Committee engaged Ernst & Young LLP, the Compensation Committee’s independent compensation consultant, to review and make recommendations regarding the Company’s director compensation program. Based on Ernst & Young’s recommendations, the Compensation Committee determined that no significant changes were needed to its director compensation program.
Director Compensation Table
Director Compensation Table The following table provides information regarding the compensation of our non-management directors for the year ended December 31, 2024. As officers of the Company during 2024, Messrs. Sheriff and Goranson were not eligible for additional compensation in connection with their service on the Board. The compensation paid to Dr. Stover, who is an NEO for 2024 due to his service as interim CFO through February 14, 2024, in connection with his service as a non-employee director is reported below under the “All Other Compensation” column of the Summary Compensation Table.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | WILLIAM B. HARRIS(2) | 92,000 | 378,067 | — | 470,067 | | MARK S. PELIZZA | 48,333 | 283,550 | — | 331,883 | | STACY NIEUWOUDT(3) | 11,667 | 445,653 | — | 457,320 | | SUSAN HOXIE-KEY | 70,000 | 283,550 | — | 353,550 | | RICHARD M. CHERRY(4) | 52,500 | 283,550 | 17,500 | 336,050 |
Director Compensation Table
| (1) The amounts reported in this column for 2024 represent the grant date fair value of stock options under the 2021 Stock Option Plan and 2024 Long Term Incentive Plan granted in the year determined in accordance with ASC Topic 718. The grant date fair values have been reported in USD$ using a conversion rate of CAD$1.4389 to USD$1 as reported by the Bank of Canada on December 31, 2024. There can be no assurance that these values will ever be realized. See Note 15, “Share-based Compensation and Warrants,” to the consolidated financial statements included in our 2024 Annual Report on Form 10-K for the assumptions made in determining these values. As of December 31, 2024, each of our non-employee directors who were members of the Board on such date held the following unvested and/or unexercised stock options: Mr. Harris: 808,334, Mr. Pelizza: 658,333, Ms. Nieuwoudt: 225,000, Ms. Hoxie-Key: 491,667 and Mr. Cherry: 598,333. |
Director Compensation Table
| (2) The cash fees owed to Mr. Harris were paid to Solo Management Group, LLC, a limited liability company owned by Mr. Harris and his spouse, and the stock awards granted to Mr. Harris were made to him directly as an individual. |
Director Compensation Table
| (3) Ms. Nieuwoudt was appointed to the Board on October 15, 2024. |
Director Compensation Table
| (4) Mr. Cherry resigned from the Board, effective October 15, 2024. For Mr. Cherry, the “All Other Compensation” column includes $17,500 he received for services provided as a member of the Company’s Advisory Committee following his resignation from the Board. |
Qualifications for Director Nominees
Qualifications for Director Nominees The Governance and Nominating Committee is responsible for reviewing with the Board, at least annually, the appropriate skills and experience required for members of the Board. This assessment includes factors such as judgment, skill, diversity, integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. In connection with this assessment, the Governance and Nominating Committee will identify individuals believed to be qualified to become Board members and recommend candidates to the Board to fill new or vacant positions. The Governance and Nominating Committee will also review the qualifications of, and make recommendations to the Board regarding, director nominations submitted to the Company by shareholders in accordance with the Company’s Articles or otherwise using the same assessment process described above. In addition, the Governance and Nominating Committee will evaluate whether an incumbent director should be nominated for re-election to the Board as part of its annual review and selection process. The Governance and Nominating Committee will use the same factors established for new director candidates to make its evaluation and will also take into account the incumbent director’s performance as a Board member. The Governance and Nominating Committee considers diversity in its broadest sense, including diversity in professional and life experiences, education, skills, perspectives and leadership. Importantly, the Governance and Nominating Committee focuses on how the experiences and skill sets of each director nominee complements those of fellow directors and director nominees to create a balanced Board with diverse viewpoints and deep expertise. The Company believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Company’s goal of creating a Board that best serves our needs and those of our Shareholders.
Summary Compensation Table
Summary Compensation Table The following table sets forth all direct and indirect compensation for, or in connection with, services provided to the Company and its subsidiaries for the financial years ended December 31, 2024, 2023 and 2022 in respect of the NEOs of the Company. Amounts reported for 2023 and 2022 have been updated from what was previously reported in the Company’s 2023 information circular in order to comply with SEC rules and since the Company is no longer a foreign private issuer.
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($)(1) | Option- based awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total compensation ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | ROBERT WILLETTE(5) Acting CEO and Chief Legal Officer | 2024 | 250,000 | 20,000 | 277,990 | 114,063 | 27,294 | 689,347 | | SHONA WILSON(6) CFO | 2024 | 250,000 | 30,000 | 268,434 | 137,500 | 39,582 | 725,516 | | WILLIAM M. SHERIFF Executive Chairman and Director | 2024 | 300,000 | 2,820 | 614,358 | 141,540 | 13,116 | 1,071,834 | | | 2023 | 300,000 | — | 385,724 | 200,000 | 30,945 | 916,669 | | | 2022 | 219,231 | — | 1,933,646 | 200,000 | 21,917 | 2,374,794 | | W. PAUL GORANSON(7) Former CEO and Director | 2024 | 350,000 | — | 708,875 | — | 22,116 | 1,080,991 | | | 2023 | 350,000 | — | 440,828 | 1,100,000 | 39,380 | 1,930,208 | | | 2022 | 270,000 | — | 2,285,218 | 100,000 | 20,525 | 2,675,743 | | PETER LUTHIGER Former Chief Operating Officer | 2024 | 275,000 | — | 189,033 | 96,250 | 28,044 | 588,327 | | | 2023 | 235,000 | — | 110,207 | 50,000 | 50,121 | 445,328 | | | 2022 | 151,452 | — | 469,901 | 35,000 | 66,385 | 722,738 | | DENNIS E. STOVER(8) Former Interim CFO | 2024 | — | 15,000 | 283,550 | — | 100,516(9) | 399,066 | | | 2023 | — | — | 192,862 | — | 143,500(10) | 342,362 | | | 2022 | — | — | 1,318,395 | — | 108,000 | 1,426,395 |
Summary Compensation Table
| (1) Amounts reported in this column for 2024 reflect a special one-time bonus of $20,000 paid to Mr. Willette and Ms. Wilson in recognition of extraordinary efforts, a one-time relocation bonus paid to Ms. Wilson in connection with her relocation at the time of hiring, the discretionary portion of Mr. Sheriff’s annual bonus and a one-time bonus paid to Dr. Stover for his role as interim Chief Financial Officer. |
Summary Compensation Table
| (2) The amounts reported in this column for 2024 represent the grant date fair value of stock options under the 2021 Stock Option Plan granted in the year determined in accordance with ASC Topic 718. There can be no assurance that these values will ever be realized. See Note 15, “Share-based Compensation and Warrants,” to the consolidated financial statements included in our 2025 Annual Report on Form 10-K for the assumptions made in determining these values. The grant date fair values in this column have been reported in USD$ using a conversion rate of CAD$1.4389 to USD$1 as reported by the Bank of Canada on December 31, 2024. |
Summary Compensation Table
| (3) The amounts in this column reflect the annual cash bonus earned under the Company’s bonus program for 2024. See “Compensation Discussion and Analysis-Elements of Compensation Program-Cash Bonus” above for a description of this program. |
Summary Compensation Table
| enCore Energy | 2025 Proxy Statement | 43 |
Summary Compensation Table
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | | | | • | | | |
Summary Compensation Table
| (4) The amounts shown in the “All Other Compensation” column for 2024 include the amounts detailed in the table below. See “Compensation Discussion and Analysis-Components of Benefits and Perquisites Program” for a description of the benefits discussed in the table below. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table discloses the grants of plan-based awards made to our NEOs in the financial year ended December 31, 2024.
Grants of Plan-Based Awards
| | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | All Other Option Awards: Number of securities underlying | Exercise or Base Price of Option(1) | Grant Date Fair Value of Stock and Option | | Name | Grant Type | Grant Date | Board Approval Date | Threshold ($) | Target ($) | Maximum ($) | Options (#) | Awards ($/Sh) | Awards ($)(2) | | ROBERT WILLETTE | Annual Bonus | | | 62,500 | 125,000 | 187,500 | | | | | | Stock Option | 1/30/2024 | 1/30/2024 | | | | 125,000 | 4.34 | 277,990 | | SHONA WILSON | Annual Bonus | | | 62,500 | 125,000 | 187,500 | | | | | | Stock Option | 2/14/2024 | 2/5/2024 | | | | 125,000 | 4.16 | 268,434 | | WILLIAM M. SHERIFF | Annual Incentive | | | 112,500 | 225,000 | 337,500 | | | | | | LTI Bonus Pool(2) | | | | 1,000,000 | | | | | | | Stock Option | 6/13/2024 | 5/28/2024 | | | | 325,000 | 3.93 | 614,358 | | W. PAUL GORANSON | Annual Incentive | | | 105,000 | 210,000 | 315,000 | | | | | | LTI Bonus Pool(2) | | | | 1,250,000 | | | | | | | Stock Option | 6/13/2024 | 5/28/2024 | | | | 375,000 | 3.93 | 708,875 | | PETER LUTHIGER | Annual Incentive | | | 68,750 | 137,500 | 206,250 | | | | | | LTI Bonus Pool(2) | | | | 750,000 | | | | | | | Stock Option | 6/13/2024 | 5/28/2024 | | | | 100,000 | 3.93 | 189,033 | | DENNIS E. STOVER | Stock Option | 6/13/2024 | 5/28/2024 | | | | 150,000 | 3.93 | 283,550 |
Grants of Plan-Based Awards
| (1) Exercise prices reported in USD$ using a conversion rate of CAD$1.4389 to USD$1 as reported by the Bank of Canada on December 31, 2024. |
Grants of Plan-Based Awards
| (2) These amounts represent the total payout possible under the LTI Bonus Pool. |
Grants of Plan-Based Awards
| enCore Energy | 2025 Proxy Statement | 45 |
Grants of Plan-Based Awards
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | | | | • | | | |
Narrative Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table Our NEOs’ stock options were all granted pursuant to the 2021 Stock Option Plan. In general, the stock options vest in ratable 6-month installments over a period of two years from the date of grant, generally subject to continued service with the Company through each applicable vesting date. For a description of the effect of a termination of employment or change of control on the vesting or exercisability of the NEOs’ stock options, please see “Potential Payments Upon Termination or Change in Control.” Future stock option and other share-based awards will be granted pursuant to the 2024 Long Term Incentive Plan.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information as of December 31, 2024 about each NEO’s then-outstanding equity awards.
Outstanding Equity Awards at Fiscal Year End
| | | | Option Awards | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($)(1) | Option expiration date | | ROBERT WILLETTE | 1/30/2024 | 31,250 | 93,750(2) | 4.34 | Jan. 30, 2029 | | SHONA WILSON | 2/14/2024 | 31,250 | 93,750(3) | 4.16 | Feb. 14, 2029 | | WILLIAM M. SHERIFF | 2/14/2022 | 366,667 | — | 2.92 | Feb. 14, 2027 | | | 5/17/2023 | 262,500 | 87,500(4) | 1.94 | May 17, 2028 | | | 6/13/2024 | 81,250 | 243,750(5) | 3.93 | June 13, 2029 | | W. PAUL GORANSON | 9/10/2020 | 475,000 | — | 0.94 | Sept. 10, 2025 | | | 2/14/2022 | 433,333 | — | 2.92 | Feb. 14, 2027 | | | 5/17/2023 | 300,000 | 100,000(4) | 1.94 | May 17, 2028 | | | 6/13/2024 | 93,750 | 281,250(5) | 3.93 | June 13, 2029 | | PETER LUTHIGER | 5/2/2022 | 83,333 | — | 3.00 | May 2, 2027 | | | 5/17/2023 | 62,420 | 25,000(4) | 1.94 | May 17, 2028 | | | 6/13/2024 | 25,000 | 75,000(5) | 3.93 | June 13, 2029 | | DENNIS E. STOVER | 2/14/2022 | 250,000 | — | 2.92 | Feb. 14, 2027 | | | 5/17/2023 | 131,250 | 43,750(4) | 1.94 | May 17, 2028 | | | 6/13/2024 | 37,500 | 112,500(5) | 3.93 | June 13, 2029 |
Outstanding Equity Awards at Fiscal Year End
| (1) Exercise prices reported in USD$ using a conversion rate of CAD$1.4389 to USD$1 as reported by the Bank of Canada on December 31, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (2) Stock option award vesting in four equal six-month installments beginning on July 30, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (3) Stock option award vesting in four equal six-month installments beginning on August 14, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (4) Stock option award vesting in four equal six-month installments beginning on November 17, 2023. |
Outstanding Equity Awards at Fiscal Year End
| (5) Stock option award vesting in four equal six-month installments beginning on December 13, 2024. |
Outstanding Equity Awards at Fiscal Year End
| 46 | enCore Energy | 2025 Proxy Statement |
Outstanding Equity Awards at Fiscal Year End
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | | | | • | | | |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth details of the value vested or earned during the most recently completed financial year (ended December 31, 2024) for each incentive plan award to NEOs.
Option Exercises and Stock Vested
| Name | Option awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | | Robert Willette | — | — | | Shona Wilson | — | — | | William M. Sheriff | 433,333 | 1,791,639 | | W. Paul Goranson | 50,000 | 151,505 | | Peter Luthiger | 12,580 | 20,895 | | Dennis E. Stover | 433,000 | 1,624,790 |
Option Exercises and Stock Vested
| (1) Calculated as the number of options exercised during the year multiplied by the difference between the market price on the vesting date and the related exercise price. The totals received were converted to USD$ using a conversion rate of CAD$1.4389 to USD$1 as reported by the Bank of Canada on December 31, 2024. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The tables below show estimates of the compensation payable to each of our NEOs upon their termination of employment with the Company, calculated as if the executive had terminated employment effective December 31, 2024. The actual amounts due to any one of the NEOs upon termination of employment can only be determined at the time of the termination. There can be no assurance that a termination or change in control would produce the same or similar results as those described below if it occurs on any other date or at any other stock price, or if any assumption is not, in fact, correct. Dr. Stover was ineligible for any potential payments upon a termination or change in control.
Potential Payments Upon Termination or Change in Control
| Named Executive Officer and Triggering Event | Cash Severance ($) | Accelerated Vesting of Stock Options ($) | COBRA Premiums ($) | Total Payments ($) | | Robert Willette | | | | | | Termination without Cause | 750,000 | — | 87,402 | 837,402 | | Termination for Cause/Resignation for Any Reason | — | — | — | — | | Termination due to Non-Renewal of Employment Agreement | 375,000 | — | 43,701 | 418,701 | | Death/Disability | 375,000 | — | 43,701 | 418,701 | | Change in Control | — | — | — | — | | Termination without Cause in connection with a Change in Control | 750,000 | —(1) | 87,402 | 837,402 |
Potential Payments Upon Termination or Change in Control
| enCore Energy | 2025 Proxy Statement | 47 |
Potential Payments Upon Termination or Change in Control
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | | | | • | | | |
Potential Payments Upon Termination or Change in Control
| Named Executive Officer and Triggering Event | Cash Severance ($) | Accelerated Vesting of Stock Options ($) | COBRA Premiums ($) | Total Payments ($) | | Shona Wilson | | | | | | Termination without Cause | 750,000 | — | 87,402 | 837,402 | | Termination for Cause/Resignation for Any Reason | — | — | — | — | | Termination due to Non-Renewal of Employment Agreement | 750,000 | — | 43,701 | 793,701 | | Death/Disability | 750,000 | — | 87,402 | 837,402 | | Change in Control | — | — | — | — | | Termination without Cause in connection with a Change in Control | 750,000 | —(2) | 87,402 | 837,402 | | William M. Sheriff | | | | | | Termination without Cause | 1,050,000 | — | 87,402 | 1,137,402 | | Termination for Cause/Resignation for Any Reason | — | — | — | — | | Termination due to Non-Renewal of Employment Agreement | 1,050,000 | — | 87,402 | 1,137,402 | | Death/Disability | 1,050,000 | — | 87,402 | 837,402 | | Change in Control | — | — | — | — | | Termination without Cause in connection with a Change in Control | 1,050,000 | 125,269(3) | 87,402 | 1,262,671 | | W. Paul Goranson | | | | | | Termination without Cause | 1,120,000 | — | 87,402 | 1,207,402 | | Termination for Cause/Resignation for Any Reason | — | — | — | — | | Termination due to Non-Renewal of Employment Agreement | 1,120,000 | — | 43,701 | 1,163,701 | | Death/Disability | 1,120,000 | — | 87,402 | 1,207,402 | | Change in Control | — | — | — | — | | Termination without Cause in connection with a Change in Control | 1,120,000 | 143,165(4) | 87,402 | 1,350,567 | | Peter Luthiger | | | | | | Termination without Cause | 825,000 | — | 87,402 | 912,402 | | Termination for Cause/Resignation for Any Reason | — | — | — | — | | Termination due to Non-Renewal of Employment Agreement | 825,000 | — | 43,701 | 825,000 | | Death/Disability | 825,000 | — | 87,402 | 912,402 | | Change in Control | — | — | — | — | | Termination without Cause in connection with a Change in Control | 825,000 | 35,791(5) | 87,402 | 948,193 |
Potential Payments Upon Termination or Change in Control
| (1) Mr. Willette held 93,750 stock options which had no value as of December 31, 2024 and for which he would have been entitled to accelerated vesting upon a termination without cause in connection with a change in control that occurred on December 31, 2024. |
Potential Payments Upon Termination or Change in Control
| (2) Ms. Wilson held 93,750 stock options which had no value as of December 31, 2024 and for which she would have been entitled to accelerated vesting upon a termination without cause in connection with a change in control that occurred on December 31, 2024. |
Potential Payments Upon Termination or Change in Control
| 48 | enCore Energy | 2025 Proxy Statement |
Potential Payments Upon Termination or Change in Control
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | | | | • | | | |
Potential Payments Upon Termination or Change in Control
| (3) Mr. Sheriff held 243,750 stock options which had no value as of December 31, 2024 and for which he would have been entitled to accelerated vesting upon a termination without cause in connection with a change in control that occurred on December 31, 2024. |
Potential Payments Upon Termination or Change in Control
| (4) Mr. Goranson held 281,250 stock options which had no value as of December 31, 2024 and for which he would have been entitled to accelerated vesting upon a termination without cause in connection with a change in control that occurred on December 31, 2024. |
Potential Payments Upon Termination or Change in Control
| (5) Mr. Luthiger held 75,000 stock options which had no value as of December 31, 2024 and for which he would have been entitled to accelerated vesting upon a termination without cause in connection with a change in control that occurred on December 31, 2024. |
Narrative to Potential Payments upon Termination or Change in Control Table
Narrative to Potential Payments upon Termination or Change in Control Table Termination and change in control payments are generally provided for each NEO in their employment agreements. None of the NEOs are entitled to any termination payments, other than legally required accrued benefits, upon an involuntary termination for “just cause” (as defined under each NEO’s employment agreement) or a voluntary termination. Except as otherwise noted below, all unvested options granted under the 2021 Stock Option Plan immediately forfeit in connection with an NEO’s termination of employment, death or disability. Further, under the 2021 Stock Option Plan, vested options will generally continue to be exercisable following a termination until the earlier of 90 days following the NEO’s termination or the award’s original expiration date, except in the case of a termination for “just cause,” where the vested options will immediately cease being exercisable. Additionally, the employment agreements do not contain a provision that would reimburse an executive for any excise taxes the executive becomes subject to under Section 4999 of the Code upon a change in control. Instead, these documents each contain a provision that reduces their change in control benefits below the level at which an excise tax is triggered, but only if the reduction results in greater after-tax proceeds to the executive. Below is a summary of payments our NEOs are entitled to receive in connection with a termination or change in control. Dr. Stover was not entitled to any termination or change in control payments on December 31, 2024, while Messrs. Goranson and Luthiger were eligible for the below payments as of December 31, 2024 but not as of the date of this proxy statement. Termination by the Company without Just Cause or in connection with a Change in Control The NEOs are entitled to the following severance benefits in connection with a termination without “just cause” by the Company or a termination in connection with a change in control by the Company or its successor: (i) a lump sum equal to two times the employee’s then-current base salary and target annual bonus and (ii) COBRA premiums (or a payment of equal value) for the earlier of 24 months or the date the NEO becomes eligible for coverage under a new employer’s plan. In addition, solely with respect to a termination of an NEO’s employment in connection with a change in control by the Company or its successor, all of the NEO’s unvested stock options will immediately vest and be exercisable until the earlier of 90 days following the termination or the award’s original expiration date. Termination due to Non-Renewal of the NEO’s Employment Agreement Mr. Willette is entitled to the following severance benefits in connection with a non-renewal of his employment agreement: (i) a lump sum equal to the employee’s then-current base salary and target annual bonus and (ii) COBRA premiums (or a payment of equal value) for the earlier of 12 months or the date the NEO becomes eligible for coverage under a new employer’s plan. All other NEOs except for Mr. Willette are entitled to receive the same severance benefits they would receive for a termination without “just cause.” Termination due to Death or Disability Mr. Willette is entitled to receive the same severance benefits he would receive for a termination due to non-renewal of his employment agreement, while all other NEOs except for Mr. Willette are entitled to receive the same severance benefits they would receive for a termination without “just cause” in connection with a termination due to the NEO’s death or disability. Under the 2021 Stock Option Plan, vested options remain exercisable by an NEO’s estate until the earlier of 12 months following an NEO’s death or the award’s original expiration date.
Narrative to Potential Payments upon Termination or Change in Control Table
| enCore Energy | 2025 Proxy Statement | 49 |
Narrative to Potential Payments upon Termination or Change in Control Table
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | | | | • | | | |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the Company’s employees and the total compensation of W. Paul Goranson, the Company’s CEO, for 2024:
CEO Pay Ratio
| Median Employee total annual compensation | $54,966 | | Total Compensation of our CEO | $1,080,991 | | Ratio of CEO to Median Employee compensation | 20 to 1 |
CEO Pay Ratio
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:
CEO Pay Ratio
| ● | We determined that, as of December 31, 2024, our employee population consisted of 131 individuals. This population consisted of our full-time, part-time, and temporary employees. We selected December 31, 2024, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. |
CEO Pay Ratio
| ● | We used a consistently applied compensation measure to identify our median employee by comparing the amount of wages reported in Box 1 of Internal Revenue Service Form W-2 for 2024. |
CEO Pay Ratio
| ● | We identified our median employee by consistently applying this compensation measure to all our employees included in our analysis. We did not make any cost-of-living adjustments in identifying the median employee. |
CEO Pay Ratio
| ● | After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2024 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $54,965.72. |
CEO Pay Ratio
| ● | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)) of our 2024 Summary Compensation Table included in this proxy statement. |
CEO Pay Ratio
| 50 | enCore Energy | 2025 Proxy Statement |
CEO Pay Ratio
| enCore Energy | 2025 Proxy Statement | 41 |
CEO Pay Ratio
| Proxy Statement Summary | Proposals 1-4 | Corporate Governance | Compensation Discussion & Analysis | Executive Compensation | Governance Matters | Audit Committee Report | Other Matters | | | | | | • | | | |
CEO Pay Ratio
Pay Versus Performance The following table sets forth (i) the total and average total compensation set forth in the Summary Compensation Table (“SCT”) for the former CEO and the other NEOs as a group, respectively; (ii) the total and average total compensation actually paid (“CAP”) for the former CEO and the other NEOs as a group, respectively; (iii) the Company’s cumulative TSR (“Cumulative TSR”) and the cumulative TSR (“Peer Group Cumulative TSR”) of our Item 402(v) peer group (“PVP Peer Group”); and (iv) Net Income, for the previous two years. The Compensation Committee does not use CAP as a basis for making compensation decisions. Further, the Company does not use financial performance measures to link compensation actually paid to the NEOs to Company performance. For this reason, we have omitted disclosure related to a “Company-Selected Measure.”
CEO Pay Ratio
| | | | | | Value of initial fixed $100 investment based on: | | | | Year (1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (2) | Average summary compensation table total for non-PEO NEOs ($) (3) | Average compensation actually paid to non-PEO NEOs ($) (2) | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($) (4) | Net Income ($) | | 2024 | 1,080,991 | 934,975 | 694,818 | 625,421 | 123 | 132 | (67,993) | | 2023 | 1,930,208 | 2,534,761 | 340,872 | 531,959 | 143 | 142 | (25,611) |
CEO Pay Ratio
| (1) Mr. Goranson was PEO for 2023 and 2024. Messrs. Sherriff and Luthiger and Dr. Stover were non-PEO NEOs since 2023. Mr. Willette and Ms. Wilson were non-PEO NEOs for 2024. |
CEO Pay Ratio
| (2) Represents CAP for our PEO and Average CAP for our non-PEO NEOs as a group, as determined in accordance with Item 402(v) and does not reflect the compensation ultimately earned or realized by our PEO or non-PEO NEOs. |
CEO Pay Ratio
| (3) Reflects the average SCT and CAP “Total Compensation” of each of the non-PEO NEOs (determined as set forth below). |
CEO Pay Ratio
| (4) Pursuant to SEC rules, the Total Shareholder Return (“TSR”) figure assumes a fixed investment of $100 on January 20, 2023 (our first trading day on the Nasdaq). The TSR is cumulative total shareholder returns for enCore, and the comparison assumes all dividends have been reinvested (if any). The returns of each company in the peer group have been weighted to reflect their market capitalization. The peer group includes Boss, Centrus Energy Corp., Denison Mines Corp., Energy Fuels, Inc., IsoEnergy, Ltd., Paladin Energy Limited, Peninsula Energy Limited, Uranium Energy Corp. and Ur-Energy Inc. |
CEO Pay Ratio
Reconciliations of SCT Total Compensation to CAP Total Compensation for our PEO and Average SCT Total Compensation to Average CAP Total Compensation for our non-PEO NEOs is shown below.
Narrative to the 2024 Pay Versus Performance Table
Narrative to the 2024 Pay Versus Performance Table As noted above, we are required to provide the above tabular and below narrative disclosures in order to comply with Item 402(v).