DEF 14A of Ur-Energy Inc
Filed Apr 25, 2025 · FY20240001558370-25-005555
Proposal No. 1:Election of Directors
Proposal No. 1:Election of Directors The articles of the Company provide that the Board of Directors of the Company (the “Board of Directors” or the “Board”) shall consist of a minimum of one and a maximum of ten directors, the number of which will be seven as elected at the Meeting. Election of directors will be conducted on an individual basis, and will include John W. Cash, Rob Chang, Elmer W. Dyke, Gary C. Huber, Thomas H. Parker, John Paul Pressey, and Kathy E. Walker. As discussed below in “Statement of Corporate Governance - Majority Voting,” each Director must receive a majority of the votes cast (in person or by proxy) as to his or her election or will be required to submit his or her resignation subject to the provisions of the Canada Business Corporations Act (“CBCA”) and related regulations. Nominees: Each of the seven persons named above is a nominee for election as a director at the Meeting for a term of one year or until his or her successor is elected and qualified. Each of the nominees is currently serving as a Director of the Company, having been elected to the Board of Directors at the last annual meeting of shareholders. Management does not anticipate that any of the nominees for election as directors will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the form of proxy reserve the right to vote for another nominee in their discretion or for the election of only the remaining nominees. The Board of Directors has delegated to the Corporate Governance and Nominating Committee the responsibility for reviewing and recommending nominees for director, in conjunction with the Chairman of the Board, Mr. Cash. The Board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the Corporate Governance and Nominating Committee. Certain of our Directors have historically and do currently serve on boards of directors of other companies. We view this to be beneficial to the Company, provided there is no conflict of interest, nor restrictions on time which are disadvantageous to our Board’s interests. Current service on the boards of other public companies is set forth below, in the biography of each nominee, as applicable, and under “Service on Additional Boards.” The Company believes that service on other boards allows for broader experience and expertise which benefits the individual and the companies served, including Ur-Energy. None of our Directors sits on more than three public company boards or, alternatively, is the CEO of a public company and sits on the board of more than two public companies besides the one for which he/she is the CEO (i.e., none of our directors is “overboarded”). Qualifications: In evaluating a director candidate, the Corporate Governance and Nominating Committee considers the candidate’s independence, character, business experience, industry-specific experience including technical expertise, corporate governance skills and abilities, training and education, a history of personal and professional achievement and leadership; commitment to performing the duties of a director, and other skills, abilities, or attributes that fill specific needs of the Board or its committees. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas, including natural resources exploration and development, mining operations, nuclear energy, executive management, board service, corporate governance, finance, financial markets, employment, and international business. These varied and substantial backgrounds, skills, and qualifications, as described in more detail below, and the contributions of each to the development and current operations of the Company as described below under the heading “Board Composition” led the Corporate Governance and Nominating Committee and the Board of Directors to the conclusion that each of the nominees should serve as a Director for the coming year. The Board of Directors recommends that the shareholders vote FOR the election of all of the named nominees for director and, unless a shareholder gives instructions on the proxy card to the contrary, the proxies named thereon intend to so vote.
Proposal No. 1:Election of Directors
| John W. Cash, 52, M.Sc. | Chairman of the Board, President and CEO |
Proposal No. 1:Election of Directors
Mr. Cash was appointed Chairman of the Board of Directors of Ur-Energy in 2022, after having been named Chief Executive Officer and President of the Company. Cash joined Ur-Energy in 2007 and was appointed as Vice President Regulatory Affairs in 2011. He led the permitting and licensure of both the Lost Creek and Shirley Basin uranium mines, while managing the environmental, health and safety (“EHS”) and geology departments and contributing to the development and growth of the Company. During his tenure with Ur-Energy, Mr. Cash has gained a well-deserved reputation for developing impactful industry solutions related to water management, EPA aquifer exemptions, technical design, and environmental matters. Mr. Cash has nearly 30 years of diverse experience in the uranium industry, from which he has acquired broad-reaching expertise in exploration, EHS including radiation safety, regulatory and legislative affairs, and uranium recovery operations, as well as extensive management experience. He is a respected industry leader and previously served as president of the Uranium Producers of America. Prior to joining Ur-Energy, Mr. Cash worked for established uranium mining companies, including BHP, Rio Algom Mining, and Crow Butte Resources, a subsidiary of Cameco, in various roles in mineral exploration, as Operations Superintendent and EHS Manager. As Operations Superintendent, Mr. Cash managed all aspects of wellfield production and plant processing at the 800,000 lbs. U3O8 per year Crow Butte ISR facility. Mr. Cash is a Fellow of the inaugural World Nuclear Summer Institute. Mr. Cash received B.Sc. and M.Sc. degrees in Geology and Geophysics from the University of Missouri-Rolla. The Board of Directors has concluded that Mr. Cash is well qualified and should continue to serve as a director of the Company on the basis of his contributions to the Company since 2007, as an employee, executive officer and most recently as Chief Executive Officer, President and Chairman of the Board of Directors since 2022. Additionally, the Board of Directors believes that Mr. Cash’s lengthy tenure and diverse expertise in the uranium industry will continue to benefit the Board.
Proposal No. 1:Election of Directors
| Rob Chang, 47, MBA | Director, Chair of Treasury & Investment Committee |
Proposal No. 1:Election of Directors
Mr. Chang has nearly 30 years of experience in the financial services industry and is a sought-after expert in uranium markets. An experienced senior executive, most recently Mr. Chang was the co-founder and served as the Chief Executive Officer of Gryphon Digital Mining (2021-2024); he continues to serve as a director on Gryphon’s board. Additionally, he has served as the Managing Director and Head of Metals & Mining at Cantor Fitzgerald where he provided research coverage in precious metals, base metals, lithium, and uranium. With deep experience in corporate governance and board leadership, he has held directorships at several mineral resource companies, including Fission Uranium (2018–2024), Shine Minerals (2018–2024), and District Metals (2018–2020). He is well familiar with the uranium mining industry and is considered a subject matter expert by several media outlets. He was recognized by Bloomberg as the "Best Precious Metals Analyst" in 2016. Mr. Chang is frequently quoted by and a regular guest of several media outlets including Bloomberg, Reuters, CNBC, and the Wall Street Journal. Mr. Chang previously served as a Director of Research and Portfolio Manager at Middlefield Capital, a Canadian investment firm which managed $3 billion in assets. He was also on a five-person multi-strategy hedge fund team where he specialized in equity and derivative investments. Mr. Chang completed his MBA at the University of Toronto's Rotman School of Management. The Board of Directors has concluded that Mr. Chang is well qualified and should continue to serve as a director of the Company on the basis of his contributions to the Board since 2018, and his extensive knowledge of the financial markets and financial services industry, as well as his knowledge of the uranium mining industry.
Proposal No. 1:Election of Directors
| Elmer W. Dyke, 61, B.A. | Director |
Proposal No. 1:Election of Directors
Elmer Dyke is a recognized global leader in the commercial and government nuclear industry with over 25 years’ experience. Mr. Dyke has a Bachelor of Arts Degree in International Political Economy from Davidson College and served as a U.S. Army Officer for 13 years. Mr. Dyke’s professional career includes a tenure with the U.S. Department of State during which he directed international security programs, including nuclear nonproliferation and high technology projects and was detailed to the Departments of Defense and Commerce. Mr. Dyke has worked within global firms NAC International and Booz Allen Hamilton where he served as an expert on nuclear nonproliferation, strategy and nuclear fuel cycle. More recently, Mr. Dyke filled senior executive roles at Centrus Energy Corporation, a global nuclear fuel supplier and technical services provider. At Centrus Energy and in prior executive roles, Mr. Dyke led strategic planning and business development, financial performance, and risk management for the businesses. Currently, Mr. Dyke leads New Horizons Nuclear Associates, LLC, a global nuclear consulting firm he formed in 2021. Mr. Dyke is intimately involved with the entire nuclear fuel cycle and has served terms on the board of directors of the World Nuclear Association and the U.S. Nuclear Industry Council. The Board of Directors has concluded that Mr. Dyke is well qualified and should continue to serve as a director of the Company on the basis of his contributions to the Board since 2024 and because of his role as a leader in the global nuclear fuel sector, and his extensive experience serving as an executive in several nuclear energy-related businesses, as well as his experience serving on the boards of directors of significant industry organizations.
Proposal No. 1:Election of Directors
| Gary C. Huber, 73, PhD, P.Geo | Director, Chair of Corporate Governance and Nominating Committee; Chair of HSE & Technical Committee |
Proposal No. 1:Election of Directors
Dr. Huber is a mining executive with over 45 years of natural resources experience. Previously, Dr. Huber served as a director for Ur-Energy during 2007. Dr. Huber returned to serve as a director for Ur-Energy in 2015. In the interim, Dr. Huber served as President and CEO of Neutron Energy, Inc. (2007-2012), a privately held uranium company which was conducting project feasibility analyses as well as permitting of two uranium mines and a mill complex. Dr. Huber is the founder, in 2006, and managing member of Rangeland E&P, LLC, a private company established for oil and gas exploration. Dr. Huber served as an independent director of Gold Resource Corporation, a precious metal mining company. He was chairman of its audit committee and a member of the compensation committee. He also served as an independent director of Capital Gold Corp., a gold mining company with operations in Mexico, and served on its audit and corporate governance committees. Dr. Huber was one of the founders of Canyon Resources Corporation in 1979, initially for uranium exploration and subsequently transitioned to precious metal and industrial mineral exploration and production. From 1979 to 2006 with Canyon Resources, he served in various capacities, including as director, chief financial officer, vice president of finance, treasurer, and secretary. He also served as the president and chief executive officer of CR Minerals Corporation, an industrial minerals production subsidiary of Canyon Resources, from 1987 to 1998. Dr. Huber holds a PhD in geology with a minor in mineral economics from Colorado School of Mines. He is a fellow of the Society of Economic Geologists, where he previously served as the chairman of its audit and investment committees; and a member of the Society for Mining, Metallurgy and Exploration, where he previously served as the chairman of the audit committee. Dr. Huber served as a director and treasurer of The Society of Independent Professional Earth Scientists, a not-for-profit professional group. He also has served as President of the Society of Independent Earth Scientists Foundation, which awards scholarships to undergraduate and graduate students majoring in the earth sciences fields. Dr. Huber formerly was a director of the Denver Gold Group, a not-for-profit industry association for publicly traded precious metal companies. Dr. Huber is a Utah registered Professional Geologist. The Board of Directors has concluded that Dr. Huber is well qualified and should continue to serve as a director of the Company on the basis of his contributions to the Company as a director (in 2007, and since his return to the Board in 2015), and because of his extensive mining industry experience including in areas of natural resources development and mining operations, and executive management and finance, developed by serving as an executive officer and director of publicly-traded natural resource companies.
Proposal No. 1:Election of Directors
| Thomas H. Parker, 82, M.Eng., P.E. | Lead Director, Chair of Audit Committee |
Proposal No. 1:Election of Directors
Mr. Parker has worked extensively in senior management positions in the mining industry, having begun his career in the mining industry nearly 60 years ago. Mr. Parker is a mining engineer graduate from South Dakota School of Mines, with a Master’s Degree in Mineral Engineering Management from Penn State. Mr. Parker was President and CEO, and a director of U.S. Silver Corporation until his retirement in 2012. Prior to that, Mr. Parker was President and CEO of Gold Crest Mines, Inc., before which he was the President and CEO of High Plains Uranium, Inc., a junior uranium mining company acquired by Energy Metals in 2007. Mr. Parker also served for 10 years as Executive Vice President of Anderson and Schwab, a management consulting firm. Prior to Anderson and Schwab, Mr. Parker held many executive management positions including with Costain Minerals Corporation, ARCO, Kerr McGee Coal Corporation and Conoco. He also has worked in the potash, limestone, talc, coal, and molybdenum industries and has extensive experience working in Niger, France, and Venezuela. The Board of Directors has concluded that Mr. Parker is well qualified and should continue to serve as a director of the Company on the basis of his contributions to the Company as a director since 2007 and, for the past 11 years serving as our Lead Director, as well as his nearly 60 years in the mining industry, including vast operational and executive management experience.
Proposal No. 1:Election of Directors
| John Paul (JP) Pressey, 51, Bachelor of Commerce, Chartered Professional Accountant | Director |
Proposal No. 1:Election of Directors
John Paul Pressey had a nearly three-decade long career in the assurance practice at PricewaterhouseCoopers LLP, with 16 years as a partner. With a Bachelor of Commerce degree from the University of Alberta, Mr. Pressey is a Chartered Professional Accountant with extensive experience working with U.S. and Canadian publicly traded companies in the mining industry, and other industries including manufacturing, utilities, and alternative energy. His experience includes acquisitions and capital markets transactions, working with clients to identify and implement practical business solutions to accounting, audit and financial issues. Well-respected for his ethics and integrity, Mr. Pressey spent six years at PricewaterhouseCoopers as its Assurance Leader for British Columbia, overseeing all aspects of PricewaterhouseCoopers’s assurance results and operations for that Province. Mr. Pressey has significant experience presenting to and working with boards of client companies and has facilitated sessions at the Institute for Corporate Directors. The Board of Directors has concluded that Mr. Pressey is well qualified and should continue to serve as a director of the Company on the basis of his contributions to the Board since 2024 and because of his expertise in finance, accounting and audit matters, and extensive experience working with publicly traded companies to implement business plans, including working with and presenting to the boards of directors of those client companies.
Proposal No. 1:Election of Directors
| Kathy E. Walker, 66, MBA | Director, Chair of Compensation Committee |
Proposal No. 1:Election of Directors
With nearly 40 years of experience in the international and domestic energy, mining, and financial industries, Kathy Walker brings a wealth of knowledge to our board. Ms. Walker is the CEO of Elm Street Resources, Inc., an energy marketing company she founded 35 years ago. Prior to Elm Street Resources, Ms. Walker honed her business and management expertise serving as the Controller of ENI, the Italian National Energy Agency’s subsidiary, Agip Coal, USA, and in various management roles at GE’s mining subsidiary, Utah International (Sierra Coal Company). Beyond her corporate achievements, Ms. Walker is also the founder and CEO of the eKentucky Advanced Manufacturing Institute, a revolutionary, high-tech workforce development training center that equips workers with the skills needed for 21st-century positions in advanced manufacturing. Ms. Walker’s commitment to professional and community development extends well past her business and board roles. She has served on numerous boards of directors and trustees for various organizations, including the National Coal Council, the Ireland Chamber of Commerce in the United States, Morehead State University (Chair), Xavier University’s International School of Business, First Security Bank, Great Nations Bank, the Kentucky Coal Association, and the Kentucky Judicial Campaign Conduct Committee. Ms. Walker is also a member of several regional economic development boards. Ms. Walker holds an MBA from Xavier University. The Board of Directors has concluded that Ms. Walker is well qualified and should continue to serve as a director of the Company based on her contributions to the Company as a director since 2017, and because of her extensive energy-related business experience including in areas of sales and marketing, and executive management and finance expertise, developed by serving as an executive officer and director of various entities.
Proposal No. 1:Election of Directors
| Proposal No. 2: | Re-Appointment of BDO USA, P.C., as our Independent Auditors and Approval for the Board of Directors to Fix the Remuneration of the Auditors |
Compensation Program
| ● | LTIP Awards to Incentivize: As a part of setting objectives, and “looking ahead,” the Compensation Committee recommends, and the Board considers and approves the annual grant of stock options and RSUs and other share units or commons shares available to grant under the RSU&EI Plan to those eligible for consideration. See “Equity Incentive Plans,” below. |
Compensation Structure
| ● | ••• of an executive’s short-term incentive is based on corporate performance; and |
Compensation Structure
| ● | 80% of an executive’s long-term incentive is composed of stock options, which are highly leveraged to our share price performance. |
Compensation Structure
The incentive compensation actually received by the executive officers varies based upon individual performance and the achievement of corporate and personal objectives and is ultimately subject to the discretion of the Compensation Committee and the Board. Components of Compensation Base Salary Base salary is the fixed portion of cash compensation earned by and paid to our executive officers and employees. We seek to identify levels of base salary or wage which will aid in attracting and retaining quality employees. Base salaries for all employees are reviewed at least annually by management and more frequently recently, in times of labor market challenges, as we did in 2024. The Compensation Committee reviews the base salary for each executive officer routinely or upon a promotion or other change in job responsibility, based on the individual’s level of responsibility, the importance of the position and the individual’s contribution to our overall performance. The Compensation Committee also assesses the base salaries of the executive officers relative to a group of peer companies with similar scope and operations to ensure that base salaries are positioned competitively with executive officers in similar roles at peer companies. Our overall objective remains to provide a competitive base salary designed to recruit and retain qualified, high-performing executives, while responsibly administering our budget and achieving our corporate objectives. Short-Term Incentive Plan Total cash compensation includes base salary and any variable (at risk) short-term cash incentive compensation. Bonus awards under our short-term incentive plan (“STIP”) are typically calculated using a formula that is based upon performance in relation to corporate objectives, set by the Chief Executive Officer and executive management and approved by the Board, and in relation to personal objectives, also overseen by the CEO and Board. The STIP program is designed to recognize and reward both corporate and individual performance results. Weighting of corporate and personal objectives as related to the STIP program provides greater personal responsibility of each executive officer for not only the corporate objectives, but also his or her personal objectives which are tied to that year’s corporate and departmental objectives. This portion of our compensation program was also developed through consideration of peer group practices and other standards. We continue to use objectives to broadly measure our total corporate performance in consideration of our STIPs, as well as for other purposes. A focus on health, safety, and environmental performance is embedded repeatedly throughout our program including asking employees to focus on personal safety and the safety of their team. We continue to evaluate, broadly, the performance of Total Company, Lost Creek, Shirley Basin, and Corporate Services. Each performance objective is measured on three performance levels (Threshold, Target and Maximum). Threshold, Target and Maximum performance-level values are based on quantifiable measures, when possible, where typically the Threshold value is 80% of Target and the Maximum value is 120% of Target. When quantifiable measures are not possible, or more than one measure is used, we use a four-point scale to measure results. The target level of performance is set at an aggressive level that represents a ‘reasonable stretch.’ For example, when using our four-point scale to measure results, a score of 3 (Fully Successful) is used as the Target. Achieving the Target would result in a 100% payout of the objective. The Threshold level of performance is the minimum performance that must be met before being eligible for any payout. The Threshold performance level is typically set at 80% of Target, or a score of 2 (Partially, but not Fully, Successful Performance) on the four-point scale. There is no payout if the Threshold is not met. Achieving the Threshold would result in a 50% payout. Maximum level of performance is typically set at 120% of Target, or a score of 4 (Superior Performance). Achieving or exceeding the Maximum would result in a 150% payout. Following the 2022 review by an independent compensation consultant, the Compensation Committee and Board adjusted the STIP target levels of the executives as recommended on a phased-in approach to better align our program with that of our established peer comparator companies. Subsequently, the second step of the phased-in adjustment was made for the 2023 STIP levels. Those target levels and weightings which were used to establish STIP awards for 2024 for our executive officers, including our CEO, are as set forth here:
Compensation Structure
| 2024 STIP Targets and Weights | | | | | | STIP Target | Corporate | Personal | | | (% of | Objectives | Objectives | | POSITION | Base Salary) | Weight | Weight | | President and CEO: John W. Cash | 80% | 60% | 40% | | Other Executive Officers (CFO, COO, Corporate Secretary, and Vice President Regulatory Affairs) | 60% | 60% | 40% |
Compensation Structure
Actual STIP awards are based on performance for the year and are typically paid in the following year after our year-end results are evaluated. We calculate the STIP awards as follows: Long-Term Equity Incentives The long-term incentive plan (“LTIP”) includes our Option Plan and the RSU&EI Plan (and, with the Option Plan, the “Plans”). The Plans together form a long-term incentive for eligible employees including executive officers and, in the case of the Option Plan, our consultants. Eligibility for participation and awards under the Plans are determined by the Compensation Committee, considering the recommendations of the Chief Executive Officer (and, for the Chief Executive Officer, the recommendations of the Compensation Committee to the Board). The purposes of the Plans are to provide eligible participants with the opportunity to own Common Shares of the Company, enhance Ur-Energy’s ability to attract, retain and motivate key personnel, and align each participant’s interests with those of the Company’s shareholders. Awards made under the Plans are based upon a pre-established formula tied to base salary and our compensation structure. The LTIP target for our CEO is 80% of his base salary; the LTIP target for our other executive officers is 60% of his or her base salary. A more detailed discussion of the Plans can be found below under “Stock Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan.” Perquisites Including Benefits We provide employees, including our executive officers, with perquisites including personal benefits that we believe are reasonable and consistent with the overall compensation program to better enable us to attract and retain quality employees. We periodically review the types and levels of perquisites provided to the employees and executive officers to ensure competitiveness and value. Executive officers participate on the same terms as other eligible employees in our healthcare and other benefit programs including a 401(k) Plan (with Company match), medical, prescription drug, dental, vision, short- and long-term disability, life and supplemental life insurances; employee assistance program; and health and dependent care flexible spending accounts. Compensation Risk Assessment The charter for our Compensation Committee requires the Committee to review and consider the implications of the risks associated with our compensation policies and practices to avoid encouraging inappropriate risk taking by executive officers. The Compensation Committee has undertaken reviews of this type in conjunction with periodic reviews of the compensation program, including most recently in December 2024. The Committee has implemented and maintained multiple practices to ensure that there are not incentives to take inappropriate or excessive risks, including: combining fixed and variable compensation, granting appropriate levels of equity compensation, and mandating equity ownership requirements for executive officers and directors which are routinely reviewed. As discussed elsewhere, we have also implemented insider trading, anti-hedging, anti-pledging and clawback policies. Based upon the Compensation Committee’s review, we do not believe that the Company’s executive or non-executive compensation structure is reasonably likely to have a material adverse effect on the Company.
Compensation Program and Peer Group
Compensation Program and Peer Group The Compensation Committee from time to time undertakes thorough reviews of our compensation program which may include a review of some or all of (a) competitive market data, (b) pay grades, (c) share ownership guidelines, (d) short-term cash incentive bonuses, and (e) long-term incentives in the form of equity compensation, as well as the overarching review of the proper components of the program and best utilization of each component. In 2022, the Compensation Committee retained the services of Roger Gurr & Associates (“RG&A”) to review aspects of our compensation program. RG&A has provided compensation consulting to companies in the mining, oil and gas, biotech, technology and service industries for more than 20 years, primarily serving western-based companies in Canada and the U.S. The Compensation Committee requested a review of our executive compensation program and executive compensation, including recommendations to update our peer comparators group. Our peer group, as updated, has provided a foundation from which we can compare our compensation program and practices to peer companies. Selecting an initial group of 18 comparators resulted in a sufficient number of executive position matches in the peer group, to which comparisons can be drawn to our executives with statistical reliability. To best reflect the current professional talent market, while retaining sufficient continuity to prior peer groups, 72% continuity to prior peer groups was maintained. Peer companies which are similar in size, complexity and risk profile, with market capitalization within a specified range were selected. Additionally, the compensation programs of prospective peers were considered in the selection, to ensure similarity in compensation components and policies, and to note differences to be considered. The criteria considered to select our peer group included corporate head offices in North America to best reflect the primary source of executive and board talent; common share listings on North American stock exchanges; operating companies in production in the extraction industries (uranium; energy-related production; and precious metals mining), which also have ongoing exploration and development activities; and companies with operations and projects in low-risk jurisdictions. Based on the earlier analyses conducted by RG&A and updating by management the peer group approved by the Board for 2023 and utilized in 2024, as adjusted following corporate changes among the peers, includes five uranium producers and explorers; six other mining companies (e.g., gold, silver) and four other energy-related and specialty metals companies, each with similar revenues, total assets and market capitalization. Generally, our ranking is in the mid-range of the peer group as related to those criteria. As approved by our Board of Directors, the Company’s peer group is as follows:
Compensation Program and Peer Group
| Americas Gold and Silver Corporation | Denison Mines Corp. | Endeavour Silver Corp. | | Energy Fuels Inc. | Evolution Petroleum Corp. | Fission Uranium Corp. | | Gold Resource Corporation | Largo Inc. | NexGen Energy Ltd. | | NioCorp Developments Ltd. | Nouveau Monde Graphite Inc. | Orla Mining Ltd. | | Seabridge Gold Inc. | Silvercorp Metals Inc. | Uranium Energy Corp. |
Compensation Program and Peer Group
The compensation review conducted by RG&A compared our executive compensation practices to those of the peer companies. As needed, RG&A extended its review to other available data if the peer comparators had insufficient depth of data for a particular executive’s position and compensation. As noted, and previously disclosed, RG&A recommended a phased-in approach to adjust the short- and long-term incentive programs. After consideration, the Compensation Committee approved and recommended to the Board an adjustment of the short-term incentive plan targets for our executives, increasing the “at-risk” portion of each executive’s compensation under the program in two steps over two years (2022 and 2023). The target short-term bonus for the Chief Executive Officer is now 80% of his base salary; the target short-term bonus for the Chief Financial Officer, Chief Operating Officer and Corporate Secretary is now 60% of each executive’s base salary (as discussed in “Short-Term Incentive Plan,” above). No additional modifications were made to our named executives’ compensation in 2024, except for cost-of-living (COLA) adjustments in mid-2024, when all staff wages and salaries were adjusted under our policies and practices. When the Company implemented additional increases to all non-executive staff wages and salaries in late 2024, the executive team was not included in the salary adjustment. No update was provided in 2024 by an independent compensation consultant.
Additional Compensation Practices
Additional Compensation Practices Share Ownership Guidelines All our executive officers and directors are encouraged to have a significant long-term financial interest in our Company. To encourage alignment of the interests of the executive officers and directors with those of our shareholders, our Board mandated that each executive officer of Ur-Energy is required to invest on a pre-determined schedule an amount equal to the executive officer’s annual base salary in shares or securities redeemable into shares. The Board approved additional guidelines (the “Guidelines”) related to the mandate, such that the requirement of share ownership be met on or before the later of (i) December 31 of the fifth year after an executive officer becomes subject to the Guidelines, or (ii) December 31 of the third year from the effective date of the change in the executive officer’s annual base salary. The investment amount is calculated using the amount of the annual base salary of the executive officer at the later of (i) the date the executive officer became subject to the Guidelines, or (ii) the date of the most recent increase to annual base salary. Compliance is evaluated annually, at December 31. At December 31, 2024, all executive officers meet the Guidelines or are on-track to meet the Guidelines within the prescribed timeframes. See also discussion under “Share Ownership Guidelines for Directors,” below. Insider Trading Policy The Company has adopted an insider trading policy, which is available on the Company’s website and filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company’s insider trading policies specifically prohibit all directors and employees from engaging in short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging and derivative transactions relating to securities of the Company. The policies also specifically prohibit the Company’s executive officers and directors from holding securities of the Company in margin accounts or pledging securities of the Company as collateral for loans as further described below. Anti-Hedging Policy; Anti-Pledging Policy The Company has imposed certain restrictions on trading, including the prohibition of hedging or pledging the Company’s securities, to avoid creating the appearance of impropriety, even if such trades were to occur while the individual is not in possession of material non-public information. We have a formal anti-hedging policy, as amended in 2022, which prohibits our executive officers, directors and employees from engaging in hedging or similar monetization transactions with respect to the Company’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities. Our Board has also formally adopted an anti-pledging policy, prohibiting our executive officers and directors from holding Company Common Shares in a margin account or pledging Company securities as collateral for a loan. There are no insiders who have pledged Common Shares of the Company. Clawback Policy The Company has maintained a ‘clawback’ policy since 2014. In 2022, to implement requirements of the Dodd Frank Act, the SEC issued its final clawback rule as Rule 10D-1 and, in 2023, NYSE American adopted its related listing rules, pursuant to Rule 10D-1, which were made final in 2023 Q4. Following the adoption of Rule 10D-1 and promulgation of the related listing rules, the Company adopted a new clawback policy, effective October 26, 2023, to ensure compliance. The policy provides the Compensation Committee of the Board with the ability to recover “Incentive Compensation” (as defined in the policy) in the event of a restatement of the financial statements of the Company due to a material non-compliance with any financial reporting requirement under the securities laws (a “Triggering Event”). Upon the occurrence of a Triggering Event, the Company may seek recovery of Incentive Compensation received by any covered employee during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement, that would not otherwise have been paid to a covered employee if the correct performance data had been used to determine the amount payable. We filed our Clawback Policy as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (filed March 6, 2024). Policies and Practices Related to the Timing of Certain Equity Award Grants We have established processes to ensure that the timing of any stock option grants to executives is not influenced by material nonpublic information (MNPI) and that grant decisions are generally made based on a predetermined schedule as a part of our compensation program, described above. This seeks to avoid any upcoming announcements or events that could impact our stock price and, as we have done historically, we may defer a routine or special grant if we are in possession of MNPI (see also note in “Equity Incentive Plans” relating to our 2022 grant of equity awards). Except for the foregoing, the Company does not have a formal policy on the timing of awards of stock options, or similar instruments with option-like features. The Compensation Committee carefully reviews with management any potential MNPI before granting options and generally does not time the grant of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation. Tax and Accounting Considerations The Compensation Committee considers tax and accounting rules and regulations when structuring our executive compensation program. Our plans and programs are designed to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “IRS Code”), which regulates deferred compensation and provides for potentially early taxation and a 20% additional tax on non-compliant arrangements. Equity awards are accounted for under FASB ASC Topic 718, which requires the recognition of expense for the fair value of such awards, and the Compensation Committee considers the accounting expense of such awards when authorizing grants under both equity compensation plans. Compensation Consultant Fees The Compensation Committee did not utilize third-party consulting services in 2024.
Summary Compensation Table
Summary Compensation Table The following table sets forth the summary information concerning compensation earned during the financial years ended December 31, 2024, and 2023 by our Named Executive Officers serving during the year ended December 31, 2024.
Summary Compensation Table
| | | | | | | | Change in | | | | | | | | | | | pension value | | | | | | | | | | | and | | | | | | | | | | Non-equity | nonqualified | | | | | | | | Stock | Option | incentive plan | deferred | All other | | | | | Salary | Bonus(2) | awards(3)(4)(5) | awards(3)(4)(5) | compensation | compensation | compensation(6) | Total | | Name and principal position(1) | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | John W. Cash | 2024 | 479,560 | 287,554 | 76,067 | 158,620 | Nil | Nil | 8,764 | 1,010,565 | | President and CEO | 2023 | 438,989 | 455,372 | 71,214 | 160,041 | Nil | Nil | 8,229 | 1,133,845 | | Steven M. Hatten | 2024 | 380,318 | 189,995 | 45,234 | 94,325 | Nil | Nil | 5,122 | 714,994 | | Chief Operating Officer | 2023 | 348,057 | 253,031 | 42,347 | 95,169 | Nil | Nil | 8,331 | 746,935 | | Roger L. Smith | 2024 | 375,392 | 210,965 | 44,647 | 93,098 | Nil | Nil | 14,998 | 739,100 | | Chief Financial Officer | 2023 | 343,544 | 249,741 | 41,796 | 93,932 | Nil | Nil | 12,057 | 741,070 |
Summary Compensation Table
| (1) Each of the NEOs (Messrs. Cash, Hatten and Smith), has an employment agreement with the Company, as have been amended from time to time. See discussion under “Employment Agreements with Named Executive Officers,” above and “Potential Payments Upon Termination or Change of Control – Employment Agreements with our Named Executive Officers,” below. |
Summary Compensation Table
| (2) Annual incentive plan awards are shown in the year earned, although they are typically determined in the first calendar quarter based upon performance to objectives for the preceding year. |
Summary Compensation Table
| (3) Grants of share-based and option-based awards in conjunction with the LTIP are shown in the year earned and are typically granted in that same year. |
Summary Compensation Table
| (4) Canadian dollar figures have been converted to U.S. dollar figures at the average exchange rate for 2024 of C$1.00 = US$0.7300364; and 2023 of C$1.00 = US$0.7409227 as quoted by Bank of Canada on its website www.bankofcanada.com. |
Summary Compensation Table
| (5) For additional information regarding the fair value of stock options and RSUs, as at December 31, 2024 (using the Company’s TSX closing stock price of C$1.64 (~US$1.15) on the last trading day of 2024), see Annual Report on Form 10-K, note 17 to Financial Statements, which has been filed with the SEC at https://www.sec.gov/edgar.shtml and with Canadian securities regulators, and is available at https://sedarplus.ca. |
Summary Compensation Table
| (6) Reflects the Company’s matching contribution toward the executive’s 401(k) retirement account. Other aspects of compensation or perquisites are of a non-material value, and/or are provided to executive officers in the same fashion as all employees of the Company (e.g., healthcare, disability, and other insurances). |
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table sets forth information concerning the value vested or earned in respect of incentive plan awards during the year ended December 31, 2024 by each of the Named Executive Officers.
Outstanding Equity Awards at December 31, 2024
| | Option-based Awards | | | | | Share-based Awards | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | incentive | incentive plan | | | | | | | | | | plan awards: | awards: | | | | | Equity incentive | | | Number | Market | number of | Market or | | | Number of | Number of | plan awards: | | | of shares | value of | unearned | payout value of | | | securities | securities | number of | | | or units | shares or | shares, units | unearned | | | underlying | underlying | securities | | | of stock | units of | or other | shares, units or | | | unexercised | unexercised | underlying | Option | | that have | stock that | rights that | other rights | | | options: | options: | unexercised | exercise | Option | not | have not | have not | that have not | | | exercisable | unexercisable | options | price | expiration | vested | vested | vested | vested | | Name | (#) | (#) | (#) | (C$) | date | (#) | (US$) | (#) | ($) | | John W. Cash | 189,303 | — | — | 0.63 | 11/13/25 | | | | | | | 77,751 | — | — | 1.44 | 08/27/26 | | | | | | | 116,666 | 58,334 | — | 2.23 | 03/14/27 | | | | | | | 59,663 | 119,326 | — | 1.55 | 01/04/28 | | | | | | | 62,209 | 124,418 | — | 2.06 | 12/07/28 | | | | | | | — | 243,897 | — | 1.77 | 12/12/29 | | | | | | | | | | | 01/20/25 | 44,748 | 51,002 | — | — | | | | | | | 12/07/25 | 46,658 | 53,179 | — | — | | | | | | | 12/12/26 | 60,974 | 69,496 | — | — | | Steven M. Hatten | 198,618 | — | — | 0.63 | 11/13/25 | | | | | | | 81,576 | — | — | 1.44 | 08/27/26 | | | | | | | 39,421 | 78,842 | — | 1.55 | 01/04/28 | | | | | | | 36,993 | 73,986 | — | 2.06 | 12/07/28 | | | | | | | — | 145,035 | — | 1.77 | 12/12/29 | | | | | | | | | | | 01/20/25 | 29,564 | 33,696 | — | — | | | | | | | 12/07/25 | 27,745 | 31,623 | — | — | | | | | | | 12/12/26 | 36,259 | 41,327 | — | — | | Roger L. Smith | 252,087 | — | — | 0.63 | 11/13/25 | | | | | | | 103,536 | — | — | 1.44 | 08/27/26 | | | | | | | 38,910 | 77,820 | — | 1.55 | 01/04/28 | | | | | | | 36,512 | 73,024 | — | 2.06 | 12/07/28 | | | | | | | — | 143,148 | — | 1.77 | 12/12/29 | | | | | | | | | | | 01/20/25 | 29,182 | 33,260 | — | — | | | | | | | 12/07/25 | 27,384 | 31,211 | — | — | | | | | | | 12/12/26 | 35,788 | 40,790 | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Employment Agreements with our Named Executive Officers As discussed above, our Named Executive Officers have employment agreements with the Company, as have been amended from time to time. Relevant to potential payments to be made upon termination without cause or change of control, the agreements provide that an executive officer is entitled to certain amounts, based upon the executive’s then-current base salary. As discussed below, our employment agreements, and the Company’s equity compensation plans, specify the obligations of the Company to the executive officers in the event of termination or change of control, including the provisions of our most-recently appointed executive, Mr. Schierman. Equity Award Provisions Upon separation of employment of any of our executive officers, including under circumstances of termination without cause or change of control, the Option Plan and RSU&EI Plan govern the treatment of outstanding equity compensation in the form of vested stock options and RSUs, PSUs or DSIs not yet redeemed. All vested options of Designated Officers (all of our current executive officers, as defined by the plan and resolution of our Board) will expire on the expiration date identified at the grant of the option, and all unvested options will expire upon termination. The RSU&EI Plan provides that the RSUs of an employee who is an eligible person who is involuntarily terminated without cause, shall be redeemed for cash at a fair market value on the redemption/termination date. In the event of a change of control, as defined in the plan, all of the RSUs granted and outstanding will be redeemed as soon as reasonably practical and not later than 30 days following the redemption date associated with the change of control. The RSU&EI Plan provides for redemption, instead of cancellation, of outstanding RSUs at the date of redemption for retiring directors and executive officers, which is defined as a threshold of combined service and age of 65 years, and a minimum of five years of service to the Company. At this time, the Board has not made other grants under the plan. Treatment of awards of other share units and Common Shares is governed by the RSU&EI Plan. Change of Control and Termination Benefits Tables Each of our executive officers has entered into an employment agreement that provides for certain payments if the executive’s employment is terminated in connection with a change of control. The Compensation Committee established a policy that the Company would not enter into an employment agreement with any new executive officer that includes a single-trigger severance arrangement. Mr. Schierman’s agreement with the Company, effective March 2024, does not include such a single-trigger severance arrangement. Instead, severance will be paid to Mr. Schierman in conjunction with a change of control if he is separated from employment without cause or if he resigns with ‘good reason’ as is defined in the agreement within one year of the change of control. In addition, upon the occurrence of a change of control, all the executive officers’ unvested options and RSUs will vest. The table below shows the amounts that would be payable or vest assuming that a change of control occurred on December 31, 2024, and that Named Executive Officer’s employment terminated on that date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| | | | Pension | Perquisites | Tax | | | | | Cash | Equity | /NQDC | /benefits | reimbursement | Other | Total | | Name | ($)(1) | ($)(2) | ($) | ($) | ($) | ($) | ($) | | John W. Cash | 1,248,065 | 328,556 | — | — | — | — | 1,576,621 | | Steven M. Hatten | 791,648 | 264,796 | — | — | — | — | 1,056,444 | | Roger L. Smith | 976,690 | 303,899 | — | — | — | — | 1,280,589 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (1) Pursuant to their respective employment agreements, Mr. Cash is entitled to payment of an amount equal to 2.5 years of his then-current salary; Mr. Hatten is entitled to payment of an amount equal to 2.0 years of his then-current; and Mr. Smith is entitled to payment of an amount equal to 2.5 years of his then-current salary. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (2) These amounts represent equity values of the options and RSUs held by the executive officers as follows: Cash (options: $154,879; RSUs: $173,677; Hatten (options: $158,151; RSUs: $106,645); Smith (options: $198,638; RSUs: $105,261). The equity values are based upon the closing price of our Common Shares on the TSX on the last trading day of 2024 (C$1.64/~US$1.15). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Each executive’s amount of severance is calculated solely based upon then-current salary (i.e., without cash bonus value included) and are reflected in the table below. The following summarizes the compensation or other benefits which would be owed and paid to our named executive officers if employment were terminated for the specified reasons, effective December 31, 2024. We believe that these terms are fair and are competitive with the market and our peer group, based upon industry and geographical practices.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Type of Termination | Severance Payment(1)(2) | STIP Bonus | Stock Options | RSUs(3) | | Resignation or Retirement | No severance payment | Pro rata entitlement to discretionary bonus, per agreement | Unvested options are cancelled; vested options expire at expiry date on option for current executive officers (as a “Designated Officer” per Section 6.7 of Plan) | RSUs are cancelled unless retirement provision is satisfied; RSUs will be carried with the executive until redemption, if the executive has combined service and age of 65 years, and a minimum of five years of service | | Termination without cause | CEO and CFO: 2.5 year salary payment, based upon then-current salary Other executive officers: two-year salary payment, based upon then-current salary | Pro rata entitlement to discretionary bonus, per agreement | Unvested options are cancelled; vested options expire at date on option for current executive officers (as a “Designated Officer” per Section 6.7 of Plan) | Outstanding RSUs are redeemed for cash at fair market value, as defined in the Plan | | Termination for cause | None | Possible pro rata share entitlement | None | None | | Change of control (based on specified terms of agreement) (4) | CEO and CFO: 2.5 year salary payment, based upon then-current salary Other executive officers: two-year salary payment, based upon then-current salary | Pro rata entitlement to discretionary bonus, per agreement | All options become fully vested and exercisable | Outstanding RSUs are redeemed for cash at fair market value, as defined in the Plan | | Death | No severance payment | Pro rata entitlement to discretionary bonus, per agreement | Unvested options are cancelled; vested options expire at the earlier of expiry at date on option or one year from the date of death (with discretion of Board to extend as per Section 6.3(b) of Plan) | RSUs are redeemed (Section 3.2 of Plan); date of death is redemption date |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (1) At December 31, 2024, Mr. Cash, our CEO, was entitled to an annual salary of $499,226 (2.5 years base salary is a total of $1,248,065). Mr. Hatten, our COO, was entitled to an annual salary of $395,824 (two-years base salary is $791,648). Mr. Smith, our CFO, was entitled to an annual salary of $390,676 (2.5 years base salary is $976,690); |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (2) Accrued “PTO” is paid to the executive at termination, according to agreement, Company policy and applicable law. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (3) At this time, only RSUs have been granted to our executive officers under the RSU&EI Plan. The plan sets forth the settlement of PSUs and DSIs for participants in the plan, including executive officers. Future awards of PSUs and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| DSIs will be governed by the plan and individual grant agreements. See discussion under “Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan,” above. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (4) Though not applicable to the above summary at December 31, 2024, as noted above, our Vice President Regulatory Affairs who joined Ur-Energy in March 2024, will also receive a severance payment if, within one year of the change of control he is terminated without cause or he resigns for ‘good reason’ as defined; the severance amount will be equal to two years of his then-current base salary. Others of the above benefits also now apply to Mr. Schierman under his agreement and our equity plans. |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS We conduct routine reviews of the total compensation of our non-executive directors, utilizing data about our peers obtained through public sources and, on a time-to-time basis, we have engaged independent compensation consultants to review the total compensation of our non-executive directors. Most recently, we retained independent compensation consultant, Roger Gurr & Associates (“RG&A”) in 2021 and 2022 to review the total compensation of our non-executive directors. During that review, it was concluded that, in the best interests of retaining current directors and looking ahead to recruitment of non-executive members of our Board, an adjustment should be made. Effective November 1, 2021, the annual retainer for our non-executive directors was increased to $75,000. Currently, no additional fee or retainer is paid for leadership roles held by our non-executive directors. And, on the recommendation of the Compensation Committee in 2022, our Board eliminated all meeting attendance fees. The multi-phase review by RG&A included further consideration of the updated compensation of non-executive directors based upon the selected 2022 peer group. Through that review, the earlier changes were affirmed. RG&A made further recommendations related to retainers for leadership positions and related to equity compensation, on which no action has been taken. Total compensation for our non-executive Directors earned for the year ended December 31, 2024, is set forth here:
COMPENSATION OF DIRECTORS
| | | | Option- | Non-equity | | | | | | | Share-based | based | incentive plan | Pension | All other | | | | Fees earned | awards(1) | awards(2) | compensation | value | compensation | Total | | Name | | | | | | | | | W. William Boberg (3) | 37,500 | — | — | — | — | — | 37,500 | | Rob Chang | 75,000 | 28,571 | 59,574 | — | — | — | 163,145 | | Elmer Dyke (4) | 56,250 | 28,571 | 252,616 | — | — | — | 337,437 | | James M. Franklin (3) | 37,500 | — | — | — | — | — | 37,500 | | Gary C. Huber | 75,000 | 28,571 | 59,574 | — | — | — | 163,145 | | Thomas H. Parker | 75,000 | 28,571 | 59,574 | — | — | — | 163,145 | | John Paul Pressey (4) | 56,250 | 28,571 | 252,616 | — | — | — | 337,437 | | Kathy E. Walker | 75,000 | 28,571 | 59,574 | — | — | — | 163,145 |
COMPENSATION OF DIRECTORS
| (1) Each of our current non-executive directors received a grant of 22,902 RSUs on December 12, 2024. |
COMPENSATION OF DIRECTORS
| (2) Each of our current directors received options for 91,602 Common Shares on December 12, 2024, at an exercise price of C$1.77. These options expire on December 12, 2029. |
COMPENSATION OF DIRECTORS
| (3) Mr. Boberg and Dr. Franklin each served on the Board until retirement following our Annual General and Special Meeting of Shareholders in June 2024. |
COMPENSATION OF DIRECTORS
| (4) Messrs. Dyke and Pressey were each appointed to our Board in April 2024 and served on the Board for nine months in 2024 and received 200,000 options on May 8, 2024, at an exercise price of C$2.46. These options expire on May 8, 2029. |
COMPENSATION OF DIRECTORS
In addition to other compensation received by our Directors, a long-standing policy of the Company provides that a non-executive director serving on an ad hoc or special committee of the Board, which may be constituted from time to time, is entitled to additional director fees, to be determined in accordance with additional duties and requirements requested of those individuals from time to time. There currently are no such ad hoc or special committees of our Board of Directors.
Outstanding Equity Awards of Non-Executive Directors at December 31, 2024
Outstanding Equity Awards of Non-Executive Directors at December 31, 2024
Outstanding Equity Awards of Non-Executive Directors at December 31, 2024
| | Option-based Awards | | | | Share-based Awards | | | | | | | | | Market or | | | Number of | | | | | payout value | | | securities | | | | Number of shares | of share- | | | underlying | | | Value of | or units of shares | based awards | | | unexercised | Option | | unexercised in-the- | that have not | that have not | | | options | exercise price | Option expiration | money options | vested | vested | | Name | (#) | (C$) | date | ($) | (#) | ($) | | Rob Chang | 213,914 | 0.63 | 11/13/25 | 150,152 | | | | | 87,858 | 1.44 | 08/27/26 | 12,212 | | | | | 30,435 | 1.55 | 01/04/28 | 5,711 | | | | | 21,875 | 2.06 | 12/07/28 | — | | | | | — | 1.77 | 12/12/29 | — | | | | | | | 01/20/25 | | 22,826 | 26,016 | | | | | 12/07/25 | | 16,407 | 18,700 | | | | | 12/12/26 | | 22,902 | 26,103 | | Elmer Dyke | — | 2.46 | 05/08/29 | — | | | | | — | 1.77 | 12/12/29 | — | | | | | | | 12/12/26 | | 22,902 | 26,103 | | Gary C. Huber | 213,914 | 0.63 | 11/13/25 | 150,152 | | | | | 87,858 | 1.44 | 08/27/26 | 12,212 | | | | | 30,435 | 1.55 | 01/04/28 | 5,711 | | | | | 21,875 | 2.06 | 12/07/28 | — | | | | | — | 1.77 | 12/12/29 | — | | | | | | | 01/20/25 | | 22,826 | 26,016 | | | | | 12/07/25 | | 16,407 | 18,700 | | | | | 12/12/26 | | 22,902 | 26,103 | | Thomas H. Parker | 213,914 | 0.63 | 11/13/25 | 150,152 | | | | | 87,858 | 1.44 | 08/27/26 | 12,212 | | | | | 30,435 | 1.55 | 01/04/28 | 5,711 | | | | | 21,875 | 2.06 | 12/07/28 | — | | | | | — | 1.77 | 12/12/29 | — | | | | | | | 01/20/25 | | 22,826 | 26,016 | | | | | 12/07/25 | | 16,407 | 18,700 | | | | | 12/12/26 | | 22,902 | 26,103 | | John Paul Pressey | — | 2.46 | 05/08/29 | — | | | | | — | 1.77 | 12/12/29 | — | | | | | | | 12/12/26 | | 22,902 | 26,103 | | Kathy E. Walker | 213,914 | 0.63 | 11/13/25 | 150,152 | | | | | 87,858 | 1.44 | 08/27/26 | 12,212 | | | | | 30,435 | 1.55 | 01/04/28 | 5,711 | | | | | 21,875 | 2.06 | 12/07/28 | — | | | | | — | 1.77 | 12/12/29 | — | | | | | | | 01/20/25 | | 22,826 | 26,016 | | | | | 12/07/25 | | 16,407 | 18,700 | | | | | 12/12/26 | | 22,902 | 26,103 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or our Compensation Committee view the link between the Company’s performance and our executive pay.
Pay Versus Performance Table
Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. The table below presents information on the compensation of our Chief Executive Officer and our other NEOs in comparison to certain performance metrics for 2024, 2023 and 2022. The metrics are not those that our Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. CAP does not reflect the amount of compensation actually paid, earned, or received during the applicable year.
Pay Versus Performance Table
| | | | Average | | | | | | | | Summary | Average | Value of | | | | Summary | | Compensation | compensation | initial fixed | | | | Compensation | Compensation | Table Total | Actual Paid to | $100 | | | | Table Total | Actually paid | for Non-PEO | Non-PEO | Investment | Net Loss | | | for PEO(1)(2) | to PEO(3) | NEOs(4)(5) | NEOs(6) | Based on TSR | (in thousands) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 1,010,565 | 876,272 | 727,047 | 652,772 | 94.26 | (53,189) | | 2023 | 1,133,845 | 1,264,503 | 726,784 | 814,529 | 126.23 | (30,656) | | 2022 | 977,721 | 929,307 | 555,000 | 582,974 | 94.26 | (17,140) |
Pay Versus Performance Table
| (1) The principal executive officer (the “PEO”) was John W. Cash in 2024, 2023, and 2022. Jeffrey T. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time. |
Pay Versus Performance Table
| (2) Reflects the total compensation reported in the Summary Compensation Table for Mr. Cash in each year. |
Pay Versus Performance Table
| (3) Represents the total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table. |
Pay Versus Performance Table
| (4) The Non-PEO NEOs were Steven M. Hatten and Roger L. Smith in 2024, 2023, and 2022. |
Pay Versus Performance Table
| (5) Reflects the average total compensation reported in the Summary Compensation Table for Messrs. Hatten and Smith for each of the years presented. |
Pay Versus Performance Table
| (6) Represents the average total compensation reported in the Summary Compensation Table adjusted in accordance with Item 402(v) of Regulation S-K. The adjustments are described more fully in the following table. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid The table below provides the adjustments to the Summary Compensation Table amounts shown in the previous table to arrive at the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs.
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| | 2024 | | 2023 | | 2022 | | | | | Non-PEO | | Non-PEO | | Non-PEO | | | PEO | NEO | PEO | NEO | PEO | NEO | | | Totals(1) | Averages(2) | Totals(1) | Averages(2) | Totals(1) | Averages(2) | | Description | ($) | ($) | ($) | ($) | ($) | ($) | | Summary compensation table Total compensation(3) | 1,010,565 | 727,047 | 1,133,845 | 726,784 | 977,721 | 555,000 | | Subtract summary compensation table Stock awards(3) | (76,067) | (44,941) | (71,214) | (40,958) | (53,301) | (34,063) | | Subtract summary compensation table Option awards(3) | (158,620) | (93,712) | (160,041) | (92,050) | (286,341) | (78,269) | | Add fair value of awards granted during the covered year that are unvested at year end, determined as of covered year end(4) | 209,165 | 123,574 | 230,146 | 132,371 | 265,537 | 109,667 | | Add change in fair value of awards granted in prior years that are unvested as of covered year end, determined based on the change in fair value from prior year end to covered year end(5) | (84,774) | (42,311) | 89,836 | 42,021 | (4,409) | (5,259) | | Add change in fair value of awards granted in prior years that vest in the covered year, determined based on the change in fair value from prior year end to covered year vesting date(6) | (23,997) | (16,885) | 41,931 | 46,361 | 30,100 | 35,898 | | Compensation actually paid | 876,272 | 652,772 | 1,264,503 | 814,529 | 929,307 | 582,974 |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (1) The PEO was John W. Cash in 2024, 2023, and 2022. Jeffrey T. Klenda was our CEO in early 2022 prior to his retirement and Mr. Cash assumed the CEO position at that time |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (2) The Non-PEO NEOs were Steven M. Hatten and Roger L. Smith in 2024, 2023, and 2022. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (3) Reflects the total compensation, stock awards, and option awards reported in the Summary Compensation Table for the PEO and average compensation, stock awards, and option awards reported in the Summary Compensation Table for the non-PEO NEOs. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (4) Reflects the fair value of the awards granted during the covered year that were unvested at the covered year end. The fair values were determined as of December 31 of each respective covered year. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (5) Reflects the change in the fair value of the awards granted prior to the covered year that were unvested as of the covered year end. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to December 31 of each respective covered year. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (6) Reflects the change in the fair value of the awards granted prior to the covered year that vested in the covered year. The change in the fair value of the awards was determined based on the change in the fair value from December 31 of each respective prior year end to the vesting date of the awards in the respective covered year. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table total and average compensation in the covered year as described in the above Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table. Changes in the market price of our Common Shares following the grant date of an award can significantly influence the CAP calculations. The following table is intended to assist in understanding the CAP changes in the above tables:
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| | 2022 | 2023 | 2024 | | Canadian dollar share price used for CAP and TSR calculations(1) | 1.57 | 2.02 | 1.64 |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
| (1) The Company’s stock and option awards are priced in Canadian dollars in accordance with the terms of the Amended and Restated Stock Option and RSU&EI Plans. All award adjustments in the Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid table above are initially calculated in Canadian dollars and then converted to U.S. dollars using exchange rates in effect for the respective periods. |
Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid
The change in the market price of our Common Shares can greatly impact CAP calculations. Our share price increased from Canadian $1.57 in 2022 to Canadian $2.02 in 2023, then decreased to Canadian $1.64 in 2024. These changes significantly influenced the 2023 and 2024 CAP adjustments noted in the preceding Summary Compensation Table Adjustments to Arrive at Compensation Actually Paid.
Relationship between Compensation Actually Paid and Prescribed Performance Measures
Relationship between Compensation Actually Paid and Prescribed Performance Measures The following chart shows the relationship between CAP and the Company’s TSR for the covered periods. A $100 investment made on December 31, 2021 would have decreased to $94, increased to $126, and decreased to $94 in the years ended December 31, 2022, 2023, and 2024, respectively. This is a direct reflection of our share price performance during the same periods. Share price performance is one of many measures used to evaluate performance and determine executive compensation. However, our business and industry are heavily dependent upon the market price for uranium, which performed similarly to our share price performance, as shown in the following chart. The following chart shows the relationship between CAP and the Company’s net loss for the covered periods. Our net loss increased from $17.1 million in 2022 to $30.7 million in 2023 and $53.2 million in 2024. We were not in commercial production during 2022, having previously reduced production levels in response to depressed uranium prices. In 2023, we initiated production activities at Lost Creek in response to a recovering uranium market and significantly increased development expenditures, which led to increased losses. In 2024, ramp up activities continued at Lost Creek and development activities commenced at Shirley Basin. Because we were not in production in 2022, initiated production in 2023, and continued development activities in 2024, net loss does not necessarily align with how the Company, or our Compensation Committee, views the link between the Company’s performance and executive pay. Therefore, we do not rely on the relationship of net income to executive compensation, nor directly target it as an incentive, in our compensation program.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
INDEBTEDNESS OF DIRECTORS AND OFFICERS At no time since the beginning of the Company’s last financial year was any Director, executive officer, proposed nominee for election as a director, or any of their respective associates, indebted to the Company or any of its subsidiaries, nor was the indebtedness of any such person to another entity the subject of any guarantee, support agreement, letter of credit or similar arrangement provided by the Company or any of its subsidiaries.
1.2Definitions
| (v) “Section 409A Covered Award” means any Award granted under the Plan after the Amended Effective Date that constitutes “non-qualified deferred compensation” subject to Section 409A of the Code. |