DEF 14A of enCore Energy Corp., Apr 30, 2026

DEF 14A of enCore Energy Corp.

Filed Apr 30, 2026 · FY20250001193125-26-197188

Open on EDGAR

  1. To Be Held on June 10, 2026

    | 31 | Compensation Tables | | | | Summary Compensation Table | 33 | | 35 | Pay Versus Performance | | | 40 | Securities Authorized for Issuance Under Equity Compensation Plans | | | 41 | Certain Relationships and Related Party Transactions | | | 43 | Security Ownership of Certain Beneficial Holders and Management | | | 45 | Audit Committee Report | | | 46 | Shareholder Proposals for the 2027 Annual Meeting of Shareholders | | | 47 | Other Matters | |

  2. Overview of Proposals to Be Voted On

    Overview of Proposals to Be Voted On The following three proposals are included in this proxy statement at the direction of the Board. The Board unanimously recommends that you vote (1) “FOR” the election of our seven existing directors, (2) “FOR” the “say-on-pay” proposal; and (3) “FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year 2026 and authorization of the directors to fix the remuneration to be paid to the auditor.

  3. Overview of Proposals to Be Voted On

    | 4 | enCore Energy | 2026 Proxy Statement |

  4. 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 shareholders or until their successor is elected or appointed, unless their office is earlier vacated. The Board did not renominate Robert J. Willette for election at the Meeting. Immediately following the Meeting, the number of directors of the Board will automatically decrease from eight to seven members. 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. 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 the advance notice provisions contained in the Company’s Articles (the “Advance Notice Provisions”). To the date of this proxy statement, the Company has not received notice of a nomination in compliance with the Advance Notice Provisions 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 ninety (90) days following the applicable Shareholders’ meeting. Any director who tenders his or her resignation pursuant to the Majority Voting 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. If a resignation is accepted, the Board 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.

  5. Overview of Proposals to Be Voted On

    | The Board unanimously recommends a vote FOR the election of each of the director nominees listed below. |

  6. Overview of Proposals to Be Voted On

    | enCore Energy | 2026 Proxy Statement | 5 |

  7. Overview of Proposals to Be Voted On

    Nominees to be Elected for Terms Expiring at the Annual General Meeting in 2027

  8. Overview of Proposals to Be Voted On

    | William M. Sheriff Executive Chairman and Director Principal Occupation: Chairman of enCore from 2009 until March 2026 and since April 2026, Executive Chairman of enCore from January 2019 until March 2026 and since April 2026. Executive Chairman of Verdera Energy Corp., a uranium asset company, since February 2026. Director of Scorpio Gold Corporation, a gold exploration and development company, since May 2024. Director and Cofounder of Group 11 Technologies Inc., a private mineral extraction company, since August 2020. Executive Chairman of Urano Energy Corp., formerly known as C2C Metals Corp., a mineral exploration company, since June 2022. Business Experience: Mr. Sheriff, as the founder and Executive Chairman, has advanced the Company from inception to a leading U.S. producer of domestic uranium with a strong development pipeline of advanced projects. Mr. Sheriff is an entrepreneur and visionary with more than 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 U.S. 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 March 2026 and April 2026 to Present) Verdera Energy Corp. (March 2026 to Present) Urano Energy Corp. (June 2022 to Present) Scorpio Gold Corporation (May 2024 to Present) Nuclear Fuels Inc. (July 2023 to September 2025) Exploits Discovery Corp. (October 2020 – November 2022) Sabre Gold Mines Corp. (September 2021 – January 2023) Golden Predator Mining Corp. (February 2014 – September 2021) | Age: 67 Director Since: 2009 Areas of Expertise: Strategic Vision & Planning, Industry Expertise, Financial Market Expertise, Corporate Finance, Mergers & Acquisitions, Property Acquisition & Disposition |

  9. Overview of Proposals to Be Voted On

    | 6 | enCore Energy | 2026 Proxy Statement |

  10. Overview of Proposals to Be Voted On

    | Age: 79 Director Since: 2009 Areas of Expertise: Strategic Leadership, Corporate Finance, Risk Management, Accounting, Operations | William B. Harris Independent Director and Chair of the Audit Committee Principal Occupation: 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 a $5 billion operation, comprised of 21,000 employees and production locations in 14 different countries. Mr. 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) |

  11. Overview of Proposals to Be Voted On

    | enCore Energy | 2026 Proxy Statement | 7 |

  12. Overview of Proposals to Be Voted On

    | Mark S. Pelizza Lead Independent Director, Chair of the Compensation Committee Principal Occupation: Principal of M.S. Pelizza & Associates since September 2014. Texas Licensed Professional Geoscientist and AIPG Certified Professional Geologist. Business Experience: Mr. Pelizza has spent more than 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 processes, 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 Public Directorships (past 5 years): enCore Energy Corp. (2014 to Present) Verdera Energy Corp. (2025 to Present) | Age: 73 Director Since: 2014 Areas of Expertise: Strategic Leadership, Industry Expertise, Operations, Risk Management, Environment & Sustainability |

  13. Overview of Proposals to Be Voted On

    | 8 | enCore Energy | 2026 Proxy Statement |

  14. Overview of Proposals to Be Voted On

    | Age: 70 Director Since: 2022 Areas of Expertise: Strategic Leadership, Industry Expertise, Risk Management | Susan Hoxie-Key Independent Director and Chair of the Governance and Nominating Committee Principal Occupation: Independent consultant for nuclear fuel technology companies since April 2021. Prior to April 2021, Ms. Hoxie-Key served as Consulting Engineer, Nuclear Fuel Department, Southern Nuclear Operating Company, Inc., a nuclear energy operator. Business Experience: Ms. Hoxie-Key is a proven nuclear industry leader, with more than 40 years of nuclear engineering experience covering nuclear fuel procurement, nuclear reactor 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 in support of SNC’s then six operating power reactors and the recently completed Vogtle Units 3 and 4. She 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 the 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 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, Chairman of the Nuclear Energy Institute (“NEI”) Utility Fuel Committee, and member of the 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) |

  15. Overview of Proposals to Be Voted On

    | enCore Energy | 2026 Proxy Statement | 9 |

  16. Overview of Proposals to Be Voted On

    | Richard H. Little Director, Chief Executive Officer Principal Occupation: Chief Executive Officer of enCore since April 2026. Business Experience: Mr. Little served as Interim Chief Executive Officer and Interim Chief Financial Officer of Permex Petroleum Corporation, an energy company, from January 2026 until April 2026, and as Chief Executive Officer of Fury Resources, Inc., a privately held independent energy company, from December 2023 through April 2026. Prior to that, Mr. Little was the Chief Executive Officer of Battalion Oil Company (NYSE: BATL) (formerly Halcon Resources Corporation), an oil and gas company, from June 2019 to April 2023. Mr. Little served as Chief Executive Officer of Ajax Resources LLC from January 2018 to October 2018, and he previously served as Vice-President, Southern US Division of EP Energy Company. Education: Bachelor of Science, Petroleum Engineering, Texas A&M University Public Directorships (past 5 years): enCore Energy Corp. (April 2026 to Present) Permex Petroleum Corporation (August 2024 to April 2026) Battalion Oil Company (October 2019 to April 2023) | |

  17. Overview of Proposals to Be Voted On

    | 10 | enCore Energy | 2026 Proxy Statement |

  18. Overview of Proposals to Be Voted On

    | Age: 63 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: 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., a mineral exploration company, 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 2025 to Present); Silver Predator Corp (2012 to present) |

  19. Overview of Proposals to Be Voted On

    | enCore Energy | 2026 Proxy Statement | 11 |

  20. Overview of Proposals to Be Voted On

    | Wayne W. Heili Independent Director, Chair of the Sustainability Committee Principal Occupation: Prior to January 2025, Mr. Heili served as Chief Executive Officer of Peninsula Energy Limited, a uranium extraction company. Business Experience: Mr. Heili is a metallurgical engineer specializing in uranium recovery throughout his more than 35 year professional career. Starting out in South Texas and later moving to Wyoming, Mr. Heili has held technical, managerial and senior executive roles in both major corporate and junior development uranium production companies. He served as Vice President of Mining beginning in February 2007 and as President and Chief Executive Officer beginning in August 2011 until 2015 of Ur-Energy Inc., a public uranium company, as it advanced projects from conception to production. Mr. Heili most recently served as the Chief Executive Officer of Peninsula Energy Limited as it successfully overcame a number of challenges in bringing the Lance Project in Wyoming to production status in 2025. In a corporate capacity, Mr. Heili has successfully led teams charged with new project development, regulatory affairs, uranium marketing and investor relations campaigns. He served as an Executive Director of both Ur-Energy Inc. and Peninsula Energy Limited as well as holding Board of Directors position with the Uranium Producers of America, the Wyoming Mining Association and numerous community non-profit organizations. Education: Bachelor of Science in Metallurgical Engineering with a focus on minerals processing from Michigan Technological University Public Directorships (past 5 years): enCore Energy Corp. (December 2025 to Present) Peninsula Energy Limited (April 2017 to January 2025) | Age: 60 Director Since: 2025 Areas of Expertise: Strategic Vision & Planning, Risk Management, Environment & Sustainability, Industry Expertise, Operations |

  21. Overview of Proposals to Be Voted On

    | 12 | enCore Energy | 2026 Proxy Statement |

  22. Overview of Proposals to Be Voted On

    Below is a summary of the experience and skills of our director nominees.

  23. 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 | | ● | | ● | | ● | ● |

  24. Overview of Proposals to Be Voted On

    | enCore Energy | 2026 Proxy Statement | 13 |

  25. Board of Directors

    Board of Directors The composition of the Board currently consists of the following eight members: William M. Sheriff, William B. Harris, Mark S. Pelizza, Susan Hoxie-Key, Richard H. Little, Nathan A. Tewalt, Wayne W. Heili, and Robert J. Willette. The Board did not renominate Mr. Willette for election at the Meeting. Immediately following the Meeting, the number of directors of the Board will automatically decrease from eight to seven members. There are currently five Board members, William B. Harris, Mark S. Pelizza, Susan Hoxie-Key, Nathan A. Tewalt and Wayne W. Heili, who are considered to be independent for purposes of membership on the Board in accordance with Nasdaq rules and applicable Canadian securities laws. As Chief Executive Officer of the Company, Mr. Little is not considered to be independent, and as Executive Chairman, Mr. Sheriff is not considered independent. 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.

  26. Director Compensation

    Director Compensation

  27. Summary of 2025 Director Compensation

    Summary of 2025 Director Compensation We provide the following compensation for non-management directors:

  28. Summary of 2025 Director Compensation

    | ● | each non-management director receives an annual fee of $70,000, payable in cash; |

  29. Summary of 2025 Director Compensation

    | ● | the Audit Committee Chair and, beginning in 2026, the Lead Independent Director each receive an additional annual fee of $22,000, payable in cash; and |

  30. Summary of 2025 Director Compensation

    | ● | each non-management director receives an annual equity award. |

  31. Summary of 2025 Director Compensation

    | 18 | enCore Energy | 2026 Proxy Statement |

  32. Summary of 2025 Director Compensation

    We also reimburse directors for all expenses incurred in attending Board and committee meetings. In 2025, non-management directors received an annual equity award with the following values: $71,300 for Mr. Harris, $87,000 for Mr. Pelizza, and $82,900 for Ms. Hoxie-Key and Dr. Stover. Messrs. Tewalt and Heili did not receive an annual equity award because they were appointed to the Board on April 15, 2025 and December 1, 2025, respectively, and received grants at the time of their appointment. Additionally, to compensate our non-management directors for extraordinary efforts and time spent in leading the Company through a management transition, each director was granted a one-time award of the following restricted stock units (“RSUs”), which vest ratably over a two-year period: Mr. Harris (207,500 RSUs), Mr. Pelizza (167,500 RSUs), Ms. Hoxie-Key (147,500 RSUs), Mr. Tewalt (70,000 RSUs), and Dr. Stover (172,500 RSUs). Subsequently, Dr. Stover resigned from the Board effective December 31, 2025.

  33. Director Compensation for 2026

    Director Compensation for 2026 The Compensation Committee determined that there would be no changes to the annual cash fee payable to each non-management director. Additionally, the Compensation Committee anticipates granting an annual equity award to each non-management director with a value of approximately $130,000, representing the 50th percentile of non-management director equity awards for the Company’s compensation peer group for 2025.

  34. 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, 2025. As officers of the Company during 2025, Messrs. Goranson, Sheriff and Willette were not eligible for additional compensation in connection with their service on the Board and as such, their compensation is discussed under Executive Compensation below.

  35. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(2) | Other Compensation ($) | Total ($) | | WILLIAM B. HARRIS(3) | 92,000 | — | 802,493 | — | 894,493 | | MARK S. PELIZZA(4) | 178,000 | — | 681,852 | — | 859,852 | | SUSAN HOXIE-KEY | 70,000 | — | 607,712 | — | 677,712 | | NATHAN A. TEWALT(5) | 50,361 | — | 503,150 | — | 553,511 | | WAYNE W. HEILI(6) | — | 265,000 | 66,250 | — | 331,250 | | DENNIS E. STOVER(7) | 150,000 | — | 694,462 | — | 844,462 | | STACY NIEUWOUDT(8) | 44,167 | — | — | 37,500 | 81,667 |

  36. Director Compensation Table

    | (1) The amounts reported in this column for 2025 represent the grant date fair value of stock options under the 2024 Long Term Incentive 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 14, “Share-based Compensation” to the consolidated financial statements included in our 2025 Annual Report on Form 10-K for the assumptions made in determining these values. |

  37. Director Compensation Table

    | (2) The amounts reported in this column for 2025 represent the grant date fair value of RSUs under the 2024 Long Term Incentive Plan granted in the year. This column includes one-time grants of RSUs, which vest ratably over a two-year period, to compensate our non-management directors for extraordinary efforts and time spent in leading the Company through a management transition, as follows: Mr. Harris (207,500 RSUs), Mr. Pelizza (167,500 RSUs), Ms. Hoxie-Key (147,500 RSUs), Mr. Tewalt (70,000 RSUs), and Dr. Stover (172,500 RSUs). Subsequently, Dr. Stover resigned from the Board effective December 31, 2025. |

  38. Director Compensation Table

    | (3) 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 equity awards granted to Mr. Harris were made to him directly as an individual. |

  39. Director Compensation Table

    | (4) Mr. Pelizza was paid an additional fee for serving on the Company’s Operational Oversight Committee from March 2025 through October 2025. |

  40. Director Compensation Table

    | (5) Mr. Tewalt was appointed to the Board on April 15, 2025. |

  41. Director Compensation Table

    | (6) Mr. Heili was appointed to the Board on December 1, 2025. |

  42. Director Compensation Table

    | (7) The cash fees owed to Dr. Stover were paid to Stover Alliance, LLC, and the equity awards granted to Dr. Stover were made to him directly as an individual. Dr. Stover resigned from the Board, effective December 31, 2025. |

  43. Director Compensation Table

    | (8) Ms. Nieuwoudt resigned from the Board, effective August 29, 2025. In connection with her resignation, the Board approved paying Ms. Nieuwoudt $37,500, representing approximately six months of director compensation. |

  44. Director Compensation Table

    | enCore Energy | 2026 Proxy Statement | 19 |

  45. 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.

  46. Compensation Philosophy and Objectives

    | (b) motivating the short and long-term performance of these executives; and |

  47. Role of the Board and Compensation Committee

    | ● | to review the strategic objectives of the long-term incentive compensation plans of the Company; and |

  48. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant For 2025 compensation decisions, the Compensation Committee utilized Ernst & Young LLP (“E&Y”) as its independent compensation consultant to provide advice on executive compensation matters. The independent compensation consultant:

  49. Role of the Independent Compensation Consultant

    | ● | Provided information on executive compensation competitive market data. |

  50. Role of the Independent Compensation Consultant

    | ● | In consultation with Company management, evaluated the peer group and developed peer group proxy data and survey data from likely sources of competition for executive talent to assess competitive levels and target compensation. |

  51. Role of the Independent Compensation Consultant

    | ● | Reviewed and advised the Compensation Committee on executive compensation philosophy and programs, pay and performance alignment, and program design. |

  52. Role of the Independent Compensation Consultant

    | ● | Identified market trends and practices and advised the Compensation Committee on program design implications. |

  53. Role of the Independent Compensation Consultant

    | ● | Advised the Compensation Committee on other topics as the Compensation Committee deemed appropriate. |

  54. Role of the Independent Compensation Consultant

    The Compensation Committee reviewed the independence of E&Y in light of SEC rules and Nasdaq listing standards regarding compensation consultants and concluded that the work of E&Y for the Compensation Committee did not raise any conflict of interest.

  55. Use of Competitive Compensation Data

    Use of Competitive Compensation Data With the assistance of the Compensation Committee’s independent compensation consultant, the Compensation Committee established a peer group of companies to assist the Company, the Compensation Committee, and the Board in understanding the current competitiveness of the total direct compensation (“TDC”) of its executive officers as compared to market practices. The Company used the data from the peer groups to benchmark TDC, which includes the level of base salaries and the mix, form and size of annual and long-term incentives provided to executive officers of similar companies to enCore in terms of industry and size.

  56. Use of Competitive Compensation Data

    | enCore Energy | 2026 Proxy Statement | 29 |

  57. Employment Agreements

    Employment Agreements The Company had employment agreements in place with its named executive officers for 2025. Below is a summary of the material terms of the employment agreements. The below summaries are qualified in all respects by reference to the underlying employment agreement.

  58. Employment Agreements

    | Robert Willette Pursuant to Mr. Willette’s September 24, 2025 employment agreement with enCore, Mr. Willette served as Chief Executive Officer of the Company until April 20, 2026. The initial term of the agreement was one year, with automatic one-year renewals thereafter unless either party provided notice of nonrenewal or otherwise terminated the agreement. Mr. Willette was entitled to receive (i) a base salary of $550,000, (ii) an annual bonus target opportunity equal to 75% of his then-current base salary and (iii) an annual long-term target incentive award equal to 150% of his then-current base salary (60% in the form of restricted stock units and 40% in the form of stock options). The agreement also provided that Mr. Willette was subject to certain restrictive covenants, confidentiality, non-competition and non-solicitation provisions, including upon termination. In the event that Mr. Willette’s employment was terminated by the Company without Cause (as defined in the employment agreement) or due to a change in control, Mr. Willette was entitled to receive any accrued but unpaid salary and other benefits, a cash amount equal to two times the sum of his base salary and annual bonus (calculated at 75% of his base salary) for the calendar year containing his termination date and an amount equal to 18 months of the COBRA premium for continued health coverage for Mr. Willette and his eligible dependents, subject to Mr. Willette complying with the restrictive covenants listed above and executing a general release agreement within 55 days of his termination releasing and waiving any and all claims, demands, actions and suits against the Company. In connection with Mr. Willette’s departure effective as of April 20, 2026, the Company expects to enter into a separation agreement with Mr. Willette setting forth the terms of Mr. Willette’s separation and including a general release agreement. The material terms of the separation agreement had not been finalized as of April 20, 2026. | |

  59. Employment Agreements

    | | Dain McCoig Pursuant to Mr. McCoig’s July 28, 2025 employment agreement with enCore, Mr. McCoig serves as Chief Operating Officer of the Company. The initial term of the agreement is one year, with automatic one-year renewals thereafter unless either party provides notice of nonrenewal or otherwise terminates the agreement. Mr. McCoig is entitled to receive (i) a base salary of $350,000, (ii) an annual bonus target opportunity equal to 50% of his then-current base salary and (iii) an annual long-term target incentive award at the discretion of the Compensation Committee. The agreement also provides that Mr. McCoig is subject to certain restrictive covenants, confidentiality, non-competition and non-solicitation provisions, including upon termination. In the event that Mr. McCoig’s employment is terminated by the Company without Cause (as defined in the employment agreement) or due to a change in control, Mr. McCoig is entitled to receive any accrued but unpaid salary and other benefits, a cash amount equal to one year of his base salary and annual bonus (calculated at 50% of his base salary) for the calendar year containing his termination date and an amount equal to 18 months of the COBRA premium for continued health coverage for Mr. McCoig and his eligible dependents, subject to Mr. McCoig complying with the restrictive covenants listed above and executing a general release agreement within 55 days of his termination releasing and waiving any and all claims, demands, actions and suits against the Company. |

  60. Employment Agreements

    | 30 | enCore Energy | 2026 Proxy Statement |

  61. Employment Agreements

    | William M. Sheriff Pursuant to Mr. Sheriff’s September 24, 2025 employment agreement with enCore, Mr. Sheriff served as Executive Chairman of the Company until March 2, 2026. The initial term of the agreement was one year, with automatic one-year renewals thereafter unless either party provided notice of nonrenewal or otherwise terminated the agreement. Mr. Sheriff was entitled to receive (i) a base salary of $425,000, (ii) an annual bonus target opportunity of 75% of his then-current base salary and (iii) an annual long-term target incentive award equal to 200% of his then-current base salary (100% in the form of stock options). The agreement also provided that Mr. Sheriff was subject to certain restrictive covenants, confidentiality, non-competition and non-solicitation provisions, including upon termination. On March 2, 2026, Mr. Sheriff retired as Executive Chairman and director of the Company and retained an advisory role as a Senior Advisor on the Company’s Technical Advisory Committee. In connection with Mr. Sheriff’s appointment as Executive Chairman in April 2026, enCore and Mr. Sheriff entered into an employment agreement, dated April 20, 2026 with an initial term of one year with automatic one-year renewals thereafter unless either party provides notice of nonrenewal or otherwise terminates the agreement. Mr. Sheriff is entitled to receive (i) a base salary of $375,000, (ii) an annual bonus target opportunity equal to 10% of the realized profits that the Company receives in cash each taxable year of his employment from the marketable securities and other investment assets held by the Company and managed by Mr. Sheriff, (iii) potential for an extraordinary bonus for corporate acquisitions, disposals and/or merger of companies and document cost savings for managing any at-the-market offerings, (iv) an annual long-term target incentive award equal to 100% of his annual base salary (50% in the form of stock options and 50% in the form of performance stock units). The agreement also provides that Mr. Sheriff is subject to certain restrictive covenants, confidentiality, non-competition and non-solicitation provisions, including upon termination. In the event that Mr. Sheriff’s employment is terminated by the Company without Cause (as defined in the employment agreement) or due to a change in control, Mr. Sheriff is entitled to receive (i) any accrued but unpaid salary and other benefits, (ii) a cash amount equal to two and a half times the sum of his base salary for the calendar year containing his termination date, (iii) an incentive bonus equal to 10% of the realized profits that the Company has received in cash from the marketable securities and other investment assets held by the Company and managed by Mr. Sheriff from January 1st of the year of termination through the termination date and (iv) an amount equal to 18 months of the COBRA premium for continued health coverage for Mr. Sheriff and his eligible dependents, subject to Mr. Sheriff complying with the restrictive covenants listed above and executing a general release agreement within 55 days of his termination releasing and waiving any and all claims, demands, actions and suits against the Company. | |

  62. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We do not time the grant of equity awards in coordination with the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates. Our equity awards are granted under a shareholder-approved plan and stock options are granted at an exercise price at or above the closing market price of the Company’s common stock on the date of grant. Equity awards are generally approved on the dates of our regularly scheduled Compensation Committee meetings and are effective as of such dates or specified prospective dates. Outside of the annual grant cycle, we may make equity award grants in connection with a new hire package or as a retention grant.

  63. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation during the fiscal years ended December 31, 2025 and 2024 for (i) each person who served as our chief executive officer during fiscal 2025 and (ii) the two most highly compensated officers other than the chief executive officer who were serving as an executive officer at the end of fiscal 2025 (our “NEOs”).

  64. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option- based awards ($) (2) | Non-equity incentive plan compensation ($) (3) | All other compensation ($) (4) | Total compensation ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | ROBERT WILLETTE (5) Director and Former Chief Executive Officer | 2025 | 391,897 | — | 2,198,799 | 217,500 | 178,125 | 208,536 | 3,194,857 | | | 2024 | 250,000 | 20,000 | | 277,990 | 114,063 | 27,294 | 689,347 | | DAIN MCCOIG Chief Operating Officer | 2025 | 291,336 | — | 2,231,145 | 174,000 | 129,063 | 30,144 | 2,855,688 | | WILLIAM M. SHERIFF Director and Executive Chairman | 2025 | 387,777 | — | 1,674,584 | 440,318 | 297,917 | 115,216 | 2,915,812 | | | 2024 | 300,000 | 2,820 | | 614,358 | 141,540 | 13,116 | 1,071,834 | | W. PAUL GORANSON (6) Former Chief Executive Officer and Director | 2025 | 79,213 | — | — | — | — | 712,988 | 792,201 | | | 2024 | 350,000 | — | — | 708,875 | — | 22,116 | 1,080,991 |

  65. Summary Compensation Table

    | (1) Amounts reported in this column for 2024 reflect a special one-time bonus of $20,000 paid to Mr. Willette in recognition of extraordinary efforts, and the discretionary portion of Mr. Sheriff’s annual bonus. |

  66. Summary Compensation Table

    | (2) See “Executive Officer Promotion Awards” below. Amounts shown do not reflect compensation actually received by the named executive officers. Rather, the amounts represent the aggregate grant date fair value of awards granted to the named executive officers in the year indicated computed in accordance with ASC 718 and assuming no forfeitures. See Note 14, “Share-based Compensation” to the consolidated financial statements included in our 2025 Annual Report on Form 10-K for the assumptions made in determining these values. |

  67. Summary Compensation Table

    | (3) The amounts in this column reflect the annual cash bonus earned under the Company’s bonus program for the year indicated. |

  68. Summary Compensation Table

    | (4) The amounts shown in the “All Other Compensation” column for 2025 include the amounts detailed in the table below. |

  69. Settlement and General Release Agreement

    | 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) | Value of initial fixed $100 investment based on Total Shareholder Return ($) (4) | Net Income ($) | | 2025 (Willette) | 3,194,857 | 2,909,661 | 2,885,750 | 2,351,212 | 90 | (63,023) | | 2025 (Goranson) | 792,201 | 119,330 | 2,885,750 | 2,351,212 | 90 | (63,023) | | 2024 | 1,080,991 | 934,975 | 694,818 | 625,421 | 123 | (67,993) | | 2023 | 1,930,208 | 2,534,761 | 340,872 | 531,959 | 143 | (25,611) |